Advai Solve® (“Advai Solve®,” “we,” or “us”) provides a range of marketing products and services for businesses of all sizes (the “Services”). Your Service Agreement (the “Service Agreement”), Service Order (the “Service Order”), or Online Order Form (the “Order Form”) sets forth which Services you are purchasing, the party entering the agreement (the “Client,” “you” or “your” and together with Advai Solve® the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term, and other relevant details. As used in this Agreement, the term Service Agreement means any Service Agreement, Service Orders or Online Order Form or any combination of the foregoing. These Terms of Services (the “Terms of Service” or the “Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Advai Solve® and govern the relationship between you and Advai Solve®. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”) and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service, and the other documents incorporated by reference herein are collectively referred to as the “Agreement.” These Terms of Service may be reviewed at any time at advaisolve.com/terms.

ADVAI SOLVE® PROVIDES THE SERVICES AND SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY EITHER SIGNING A SERVICE AGREEMENT/SERVICE ORDER OR BY CHECKING THE "ACCEPT" BOX ON THE SIGNUP ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES OR SOFTWARE.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, ADVAI SOLVE® DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY ADVAI SOLVE®, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.

The Service Agreement, Service Order, and/or Online Order Form, together with these Terms of Service, the Advai Solve® Privacy Policy located at https://www.advaisolve.com/privacy-policy/ and any other ancillary documents incorporated by reference in these Terms of Service constitute the entire agreement between the Parties. Advai Solve® limits acceptance of these agreements and objects to any additional or different terms in the Client’s acceptance.

1.Definitions and Products. The Advai Solve® products, services, and othercapitalized terms have the definitions as defined in this section or in the section where they first appear.

a. Ads/Ad Credits. Ad Credits are used to run advertisements across digital platforms under the Model A Advertising Plan. Ad Credits cost one dollar ($1.00) per credit. Ad Credits are allocated as follows: fifty-one percent (51%) of each Ad Credit is allocated to media buy (paid placement on services such as Google AdWords, Facebook, OTT streaming television, LinkedIn, Instagram, etc.) and the remaining forty-nine percent (49%) is allocated to campaign management and campaign optimization. Please note, the media buy allocation percentage is subject to change without notice. Ad Credit costs, including cost-per-click reporting and more, are reflected through the Ad Credit Program (formerly, the Top Placement Ads®, Retargeting Ads®, and Social Targeting Ads™ programs) within the Advai Solve® platform for return on investment (ROI) and cost-per-conversion tracking/analysis. Ad Credits are subject to the terms and conditions of the applicable 3rd Party provider (e.g., Google, Bing, YouTube, Facebook), and some services may not be available for some client products or services. You may access a performance report which includes raw data on costs, clicks, and impressions at the Google advertising account level at any time by clicking the applicable link on your Advai Solve® dashboard. Ad Credits are non-refundable but may be allocated to other services with a written request (email acceptable). If you cancel your recurring Ad Credit product, your credits on file will remain in your account for one billing cycle and must be used or transferred to another product during your next monthly billing cycle or may be forfeited. If we are developing a website for you, your Ad Credits and related services cannot be used until your site has gone live with your approval. Actual ad position on 3rd Party websites is based on several factors, and top position cannot be guaranteed. In any billing cycle, Advai Solve® may spend any credits you have on file. Advai Solve® will monitor your Ad Credit spend to keep you on budget, but in rare cases, Advai Solve® may spend over and above the number of credits you have on file. Any balance of your Ad Credit budget remaining at the end of a monthly billing cycle, positive or negative, will be rolled over to the next monthly billing cycle. Any negative balance remaining at the end of the Term is due at that time. We use a master advertising account with each 3rd Party Ad Credit services provider (Google, Bing, Yahoo, Facebook, etc.). We will set up an advertising account for you within our master advertising account. You acknowledge that you must use our master advertising account in order to use Ad Credits for these services. Because all of our accounts are linked within our master advertising accounts, we will not provide access to view or control your advertising or analytics accounts at the advertising account level of the respective service provider. You acknowledge that we will not transfer any advertising accounts or related account access to you at the end of the Term. You can get a report of your advertising performance and Ad Credit usage by logging into the Advai Solve® platform at any time or by contacting your Marketing Success Manager, if applicable.

b. Complimentary Promotions. Advai Solve® occasionally offers Complimentary Promotions to new Clients signing a Service Agreement or account credits to existing customers. Complimentary Promotions and account credits take the form of funds, credits, or creative hours added to the Client’s account to offset marketing costs under the Service Agreement. Unless otherwise stated, Complimentary Promotions may be used to offset any cost associated with the Service Agreement with the exception of Ad Credits or 3rd Party advertising media buy. Complimentary Promotions are fully contingent on you fulfilling the Initial Term. If you cancel the Service Agreement prior to fulfilling the Initial Term, Client must pay back all Complimentary Promotions spent on Client’s account at the time of cancellation, in addition to any applicable Early Cancellation Fees.

c. Content Marketing. Your monthly Content Marketing budget is used to provide written content, SEO, Creative Services, graphic design, video and photo services and other content for your website or social media profiles. Your Content Marketing budget can be used to execute such things as SEO keyword research, Creative Services, Video/Photography Services, website optimization, title tag and meta description optimization, link quality auditing, disavowing bad links, internal linking optimization, blog architecture optimization, image tag optimization, social media network optimization, Google Business Profile and Google maps listing optimization, page schema markup, page content creation and optimization, blog post writing and optimization, SEO optimized infographic design, guest blog posting for link building, video production and more. Each month Advai Solve will provide content marketing services up to your available monthly Content Marketing budget based on our current Content Marketing price list. Please contact us for current pricing for the Content Marketing options. All Content Marketing efforts will ultimately be determined by Advai Solve® based on what we estimate will have the greatest impact on organic growth. Content Marketing services may begin as soon as you are entered into our system, however, in some cases, it might not make sense to use Content Marketing budget until your website has gone live with your approval. Your Marketing Success Manager and/or Content team members will determine the best allocation of your resources depending on your goals. Your monthly Content Marketing budget expires at the end of each month, and there is no roll over or credit for any unused Content Marketing budget. If you have Content Credits from an older version of these Terms of Service, these credits will be converted into a Content Marketing budget and must be used within 30 days. Unless otherwise specified, content will be automatically posted to your website periodically. You are solely responsible for any content that we post as well as the review and approval of all website content, and it is your responsibility to notify Advai Solve® of any errors. Upon receiving notice of an error, Advai Solve®’s sole responsibility shall be to remove the erroneous content as soon as is practicable. All content will be considered approved unless you provide notice to Advai Solve®. You may log into the Advai Solve® platform at any time to track Content Marketing efforts and results. Additional Content Marketing budget may be added at any time in order for additional activities to be completed.

e. Creative Deliverables. Creative Deliverables shall be defined as the end product of Custom Website Design services, the final delivered logo design, video media in final delivered form, photography media in final delivered form, the final end product of any Content services, the final end product of Social Media Management services, and the end product of any creative services defined in Section 1.d.

f. Creative Services. Our creative services include, but are not limited to, Custom Website Design, logo design, photography services, and general design and development time. All creative services are paid for with your Content Marketing budget. In some cases, we may provide an estimated bid for Creative Services. This estimated bid is provided based on the information received from you at the time of offer but is not a guarantee. If additional Content Marketing funds are required to complete the project, you will be notified before any additional charges, beyond the initial estimated bid, are incurred. In the event of increased costs, we will proceed only after receiving your approval (written or oral). Your approval of any cost increase shall be binding and incorporated into this Agreement. Our Creative Services necessarily require your input and cooperation. You agree to provide materials, direction, information, approvals, authorizations or decisions necessary for us to complete your project. We will work with you to complete your Creative Services project on your timeline. However, if we do not hear from you for over one year, we may cancel your project and you will forfeit any amounts paid for the Creative Services.

g.CRM. The Advai Solve® CRM is a customer relationship management system within the Advai Solve® platform that is designed for small and medium-sized businesses. The CRM is included with the Advai Solve® Base Platform. You may use the Advai Solve® CRM to manage up to 25,000 leads, contacts, or customers; additional contacts require additional resources and fees. You may add as many team members as you need, create up to 20 custom fields at no additional charge, assign tasks, track deals and sales pipelines, assign contacts to specific team members, and use your CRM on your phone or desktop computer from anywhere with internet access. Once you sign up for the Advai Solve® CRM, an onboarding specialist will contact you to walk you through the product and answer any initial questions you may have. Going forward, either your Marketing Success Manager or a CRM specialist can assist you with any questions via email or via phone during our normal business hours. Your access to the Advai Solve® CRM may be suspended or terminated if you dispute any payment or fail to make a required payment. We are under no obligation to store and maintain your CRM records if your Advai Solve® CRM account has been terminated. You are fully responsible for the information that you upload to the CRM. The CRM is not intended to store sensitive, protected, proprietary, health, or financial data, and you agree not to use the CRM to store this information. You acknowledge that the Advai Solve CRM is not PCI compliant, and you agree not to store financial data, social security numbers or payment processing data within the CRM. You acknowledge that the Advai Solve® CRM is not HIPAA compliant and is not designed to be used by any health services provider. You agree not to store any HIPAA protected PHI within the CRM. For clarification, your Indemnification obligation outlined in Section 13 applies to any unauthorized use of the CRM. To the extent that we process CRM data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, the terms of the Advai Solve® Data Processing Agreement (the “Advai Solve® DPA”) shall apply, see Section 15.j.

h. Custom Website Design. Custom Website Design shall mean a website not based on one of our preexisting designs and that is developed pursuant to an hourly bid and scope of work signed by the Client. The words Custom Website Design will be prominently listed on any Custom Website Service Agreement. Websites Advai Solve® and UXi® websites are not Custom Website Designs.

i. Email Marketing. Email Marketing allows you to design, create, and send targeted marketing campaigns to your email marketing list through the Advai Solve® platform. The Email Marketing plan includes 2,500 emails per month at no additional charge. Email messages in excess of 2,500 per month will be charged $.004 per message ($10 per 2500 messages). Any excess charges due will accrue over the month and you will be billed for these charges in arrears with your regular monthly marketing payment. Unused monthly email messages do not rollover from month to month. By using Email Marketing, you agree to the Advai Solve® Anti-Spam Policy. The Anti-Spam Policy is incorporated into this Agreement by reference. You represent that you will use Email Marketing in compliance with all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity and defamation, and regulations such as HIPAA and other applicable privacy laws.) You agree not to use Email Marketing in a way that is obscene, harassing, threatening, libelous, or in any way that violates or infringes upon any 3rd Party intellectual property rights. You hereby agree to indemnify and hold harmless Advai Solve® against any damages, losses, liabilities, and expenses arising from an alleged violation of the foregoing or otherwise relating to your use of the Email Marketing services.

t. Oracle/Facebook 3rd Party Audience Data. If you choose to use the Oracle 3rd Party Audience Data, we will provide access to the Oracle Data Cloud Digital Audiences for use in your Facebook ad campaigns. The cost of the services is fifteen percent (15%) of the total gross amount (prior to any discounts, rebates, or any other offsets) that you spend on media that includes the Oracle Powered Facebook Custom Audiences in any Facebook Ad Sets (your “Gross Media Spend”). An amount equal to 15% of your estimated Gross Media Spend will be taken from your Ad Credits on file prior to your Facebook ad sets running. Any excess charges not accounted for in this estimate will accrue over the month, and you will be billed for these charges in arrears with your regular monthly marketing payment. Your use of these services in connection with Facebook ads is subject to separate terms and conditions, including Facebook’s Advertising Guidelines (currently accessible at https://www.facebook.com/policies/ads, as updated by Facebook from time to time). You represent and warrant that (i) your content complies with all applicable foreign and domestic federal, state and local laws and government rules and regulations (including any laws, directives or regulations relating to privacy, consumer protection, databases, data collection or data transfer) and your privacy policies, (ii) you have provided proper notice and secured proper consent for the collection and use of your content in connection with this Agreement, and (iii) you have procured all rights and licenses, and have all power and authority, necessary to provide your content to the Company without the additional consent of any third party. You further represent and warrant that any of your content provided to the Company for utilization in connection with the Facebook Platform Services (i) consists solely of Personal Data based records (and not cookie-based records or cookie-based records that are appended to Personal Data that were either (x) collected from your customers or (y) purchased or licensed by you from third parties and (ii) is readily available and accessible to you. You expressly agree that Facebook is an intended third-party beneficiary of this Agreement with respect to the provisions set forth in this Section. To use these services, we must provide Oracle with access and permissions to your Facebook Business Manager and/or Ad Accounts to which Oracle has fulfilled Oracle Powered Facebook Custom Audiences to allow Oracle to access, via Facebook reporting APIs, audience usage reporting on an ongoing basis for the use of Oracle Powered Facebook Custom Audiences. You acknowledge and expressly consent to Madwire sharing this information and these permissions with Oracle. EU GDPR Obligations: Your content may not relate to individuals subject to the General Data Protection Regulation (GDPR) 2016/679.

u. Print and Merchandise Services. Print and Merchandise Services are provided through partnerships with third party providers. All print services will be available for pickup at a to-be-determined location or will be shipped to Client at an address provided by Client. Your price and included Print Services will be included on your Service Agreement or otherwise communicated to you by your Marketing Success Manager. The timing and location of the delivery depends on the availability of the respective service.

v. Promotional Point of Sale/Payment Processing Equipment. If you have been provided promotional payment processing equipment at no cost when you signed up for our marketing and/or payment processing services, that equipment is provided free of charge (shipping not included) to you for the term of your processing agreement. In the event you terminate your processing product(s) early and/or marketing service agreement prior to completing the Initial Term, you agree to return the promotional equipment, or remit to the retail price of the promotional equipment within 5 business days of account termination.

w. Services. For the purposes of this Agreement, Services means any and all Products and Services offered by us pursuant to these Terms of Service.

x. SMS Marketing. Use our SMS Marketing platform to manage your text message marketing to engage new and existing clients and increase sales. The SMS platform can be used to create trackable, customized, and automated SMS campaigns. SMS Marketing requires a one-time $20 carrier registration fee and a recurring $2/mo carrier fee. For all active SMS Marketing Accounts, the Advai Solve® Base Platform payment allows you to send 250 messages per month to your subscribers at no additional cost. Messages in excess of 250 per month will be charged $.04 per message. Any excess charges due will accrue over the month, and you will be billed for these charges in arrears with your regular monthly marketing payment. Unused messages do not rollover from month to month. By using SMS Marketing, you agree to the Marketing Advai Solve® Anti-Spam Policy. The Anti-Spam Policy is incorporated into this Agreement by reference. You are solely responsible for complying with all associated laws and regulations in conjunction with your SMS Marketing account including, but not limited to, CAN-SPAM and the TCPA. Further, you are solely responsible for validating and keeping accurate records of your SMS number list and confirming that all recipients have consented to receive SMS alerts from your business. You are solely responsible for the content of all SMS messages sent and agree to indemnify Advai Solve® in all matters related to SMS Marketing.

y. Top Rated Local®. A Top Rated Local® Account is included with your Marketing Advai Solve® Base Platform Fee. Use the Top Rated Local® program to monitor your online reviews and reputation. The Top Rated Local® program includes your listing/profile, rating system, access to the rating and analytics dashboard, recommendations for improving your rating score, the ability to leave notes or replies to reviews on certain review platforms, the ability to embed Top Rated Local reviews and ratings on your website, and the ability to use the Top Rated Local trust badge on your website and marketing materials.

aa. Trial Services. Marketing Advai Solve® may offer an obligation-free 14-day trial to allow you to evaluate some or all of our Services free of charge. With the exception of the terms specifically related to billing, all of these Terms will apply to free trial accounts (each a “Trial Account”). Your free trial includes reduced access to the Marketing Advai Solve® Platform. Your Trial Account includes the use of certain services within the Marketing Advai Solve® platform including Payments (the Marketing Advai Solve® Payment Terms and applicable processing fees apply), CRM (up to 2,500 contacts), Forms, the Banner Builder, and Reputation Management. You also get access to a 14-day trial of Websites Advai Solve® website design by signing up for a Trial Account. The Services included in your Trial Account are subject to change without notice to you, and we may modify or stop offering free trials at any time.

ba. Video Production Services. Your Content Marketing budget may be used to pay for Video Production Services. Before your Video Services project begins, we will provide you with a project bid which is an estimation of the Content Marketing budget required for your project based on the information you have provided. This would include, but not limited to; the time used by the project manager, designers, and video producer for the purpose of planning, designing, and production as herewith covered in this agreement. Unless specifically stated, Video Production Services do not include filming or media capture. In the event that additional video production and design time is required, either due to additional client requests, increased scope of the project, or design changes you will be charged an additional rate. The additional hourly charges, if any, will apply to the client’s project in excess of the estimated bid. In the case of time overruns, you will be notified before any additional charges, beyond the initial cost estimate, are incurred. We will proceed only after receiving your approval (written or oral). Your approval shall be binding and incorporated into the terms of this Agreement. Once completed, all media will be delivered through email. If you have a marketing services contract, the media may also be incorporated into the Client’s website, social media profile, or in an advertisement. Delivery of the finished media will only occur if the client has paid in full under the terms of this agreement. Finished media is considered a Creative Deliverable, but all raw footage, raw audio, or raw media capture is considered Advai Solve® work product. We do not store or provide raw video footage after delivery of the completed project. All raw video footage will be deleted 30 days after the delivery of the finalized media. If you want us to deliver the raw video footage it is available for an additional cost. You will also need to provide the removable storage drive for transport of raw footage. Video Production services necessarily require your input and cooperation. You agree to provide materials, direction, information, approvals, authorizations, or decisions necessary for us to complete your project. We will work with you to complete your video project on your timeline. However, if we do not hear from you for over one year, we may cancel your project and you will forfeit any amounts paid for the Video Production Services.

ac. Websites Advai Solve® Shop App. The Websites Advai Solve® Shop App add-on is a fully functional shopping cart add-on for use on your Websites Advai Solve® website. You can easily add additional products via the Websites Advai Solve® Shop App interface. The Shop App may be added on to your Websites Advai Solve® website for an additional monthly or annual fee. With the Shop App, you are solely responsible for maintaining the confidentiality of all associated access credentials and you are solely responsible for any and all activities that occur using your access credentials. You agree to promptly notify us of any unauthorized use of your access credentials or any other breach of security of your Shop App. You must utilize Marketing Advai Solve® Payments if you are using the WebsitesAdvai Solve Shop App. You may not use Websites Advai Solve® Shop App (a) in violation of any applicable export laws and regulations, including without limitation any U.S. export laws and regulations; (b) in violation of any applicable national, state, or local laws or regulations, including without limitation any laws governing the import of the Service or governing the content which you make available via the Service; or (c) in ways that infringe the rights of others or interfere with other users of Supplier’s network or other networks. You acknowledge that use of, or connection to, the Internet provides the opportunity for unauthorized 3rd parties to circumvent such precautions and illegally gain access to your Websites Advai Solve® Shop App Data. Accordingly, we cannot and do not guarantee the privacy, security, integrity, or authenticity of any information so transmitted over or stored in any system connected to the Internet or represent that any such security precautions will be adequate or sufficient. Without limitation, you expressly acknowledge that the indemnification provision of Section 14 applies to the use of the Websites Advai Solve® Shop App.

ad. Websites Advai Solve®. Websites Advai Solve® is a hosted website license solution which allows you to create and publish Websites Advai Solve® websites hosted by Advai Solve®. You can edit and modify any of our predesigned templates to fit your business. You will receive the option to use one Websites Advai Solve® license with a current Advai Solve Platform license, otherwise this service is available for $300 per year, and we require annual billing for this service. You will receive access to the Websites Advai Solve® knowledge base for helpful articles and FAQs with your Websites Advai Solve service. Websites Advai Solve® websites are a proprietary hosted solution compatible only with Advai Solve® servers and must be hosted by Advai Solve®. Your license to use your Websites 360® website is defined in Section 7.d. below. Websites Advai Solve® websites may not be migrated to another website hosting platform under any circumstance.

ae. Website Hosting. Website hosting for up to one site is included with the Marketing Advai Solve® Platform for Marketing Clients upon request. Hosting for additional websites or for non-Marketing Clients is available for $300 per year billed annually on a recurring basis. Website hosting for WooCommerce websites for additional websites or for Non-Marketing Clients is $49/month or $588/year. Website Hosting includes up to 100GB of bandwidth per month. Additional bandwidth is available for an additional cost; contact your Advai Solve® representative for current pricing. Hosting includes up to 3GB of data storage; additional storage will require an additional fee of $5 per additional 3GB of storage per month. These overages will be invoiced monthly and will be calculated at the time of invoicing. Websites Advai Solve® and Uxi® websites are a proprietary hosted solution compatible only with Marketing Advai Solve® servers and must be hosted by Advai Solve®. Neither Websites Advai Solve® nor UXi® designs may be migrated to another hosting platform. Upon cancellation of your Advai Solve® Base Platform, UXi® or Websites Advai Solve® website hosting may be purchased for $300 per year. If your hosting services continue after the cancellation of marketing, such hosting services will continue to be governed by these Advai Solve® Terms of Service. BigCommerce, Shopify, and some other 3rd Party e-commerce site design files must be hosted on their respective servers. Upon cancellation of marketing, BigCommerce and Shopify sites will continue to be hosted on these platforms. If you have issues with your 3rd party website hosting, you must contact those entities directly.

ae. Website Setup Fee. A one-time set up fee of $500 will be added to your first invoice if we develop a website for you that is not on the Websites Advai Solve platform (e.g. Shopify, WooCommerce, WordPress, etc).

2. Compliance with Laws/Prohibited Content. You shall not use nor permit the Services to be used in violation of any applicable national, state, or local laws or regulations. Without limiting the foregoing, you may not use any of Advai Solve®’s Services for any illegal activity including the storage or transmission of information, data, files, or links to content that violate any applicable local, state, national, or international law. This includes, but is not limited to, pirated software, copyrighted data or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Advai Solve® servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services, or addresses are also prohibited. Advai Solve® may terminate this agreement if it determines, in its sole discretion, you have violated this policy.

3. Client Obligations. In addition to making all required payments, you shall(a) cooperate with Advai Solve® in all matters relating to the Services and provide access to your advertising accounts including your Google Adwords and Analytics accounts as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Advai Solve® to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Advai Solve® may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Advai Solve® is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement.

4. Payment. Once you have executed your Service Agreement, Service Order or Online Order Form, you will be responsible for payment in full of all associated fees. All fees are due in US dollars. Unless otherwise stated, you will pay all fees due under this Agreement monthly, in advance. Fees for one-time services will be due in full on the Effective Date, or as otherwise provided by your Service Agreement. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent fees as outlined in your Service Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. The last billing date each month is the 25th. If your Effective Date is after the 25th, the first payment will be taken on the Effective Date, and recurring payments will bill on the 25th of each month. For annual recurring services, you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless canceled as provided in Section 5 below. You acknowledge that you are required to pay the full amount due for the Services each month through the Initial Term and Renewal Terms at no less than the monthly recurring marketing total listed in your Service Agreement. Advai Solve® shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Client warrants the validity of any ACH information provided to Advai Solve® and acknowledges that Advai Solve® is entitled to debit Client’s account for any ACH fees charged to Advai Solve® due to Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. Advai Solve® uses a credit card updating service that automatically updates credit card numbers when a credit card has expired or been replaced. You acknowledge that Advai Solve® has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.

5. Term/Termination.

a. Term. The Agreement shall begin on the Effective Date and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring monthly billing for such periods. Unless otherwise stated in the Service Agreement, all Websites Advai Solve Site Only plans or website hosting plans have a twelve (12) month Initial Term, and all other plans have a six (6) month Initial Term. Your Initial Term may be extended by any added Service Order or Online Order Form. If there is a conflict the most recent agreement’s Initial Term shall control. Only months in which full payment has been received will count as a month of marketing under the Initial Term. Client acknowledges that Client’s digital marketing plan is designed based on the Initial Term defined in Client’s Service Agreement. After the Initial Term, the Term will be automatically renewed for successive six-month periods (each, a “Renewal Term”) or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)

b. Cancellation. You may cancel the services by providing no less than 30 days’ written notice of cancellation via mail or email addressed to your Marketing Success Manager or Project Manager, as applicable. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be cancelled.

c. Early Cancellation. You acknowledge that Advai Solve® requires an Onboarding Package for all Advai Solve Service Accounts. Advai Solve® may waive some or all of this Onboarding Package for all accounts that sign up for an Initial Term of six (6) months or more.If you wish to cancel the Services without completing the Initial Term you may do so only by providing both (1) written notification of cancellation and (2) any previously waived Onboarding Package. The amount of your Onboarding Package is defined in your Service Agreement. If your Service Agreement does not define the Onboarding Package it shall be equal to $2,350.00. The Onboarding Package payment is in addition to your monthly payments to date and may not be paid with credits on file or any prior payment. No early cancellation of a Service Agreement will take effect until the previously waived Onboarding Package has been paid, and you will continue to be billed monthly until we receive both proper written notice of cancellation and the Onboarding Package, as applicable. Upon execution of this agreement, Advai Solve® will be investing considerable work into your business and online marketing activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term or any subsequent Renewal Term. Client recognizes the aforementioned investment, up-front sales, setup, and opportunity costs that Advai Solve® bears in connection with this marketing commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Advai Solve® for early cancellation of the Services. Clients who signed a Service Agreement prior to May 2021 do not have an Onboarding Package, but instead may cancel prior to the end of the Initial Term only by paying a Setup Fee or an Early Cancellation Fee. The Setup Fee or Early Cancellation Fee, if applicable, will be defined in your Service Agreement. You acknowledge the aforementioned investment, up-front sales, setup, and opportunity costs that Advai Solve® bears in connection with your Service Agreement, and you acknowledge that this Early Cancellation Fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Advai Solve® for early cancellation of the Services

d. Cancellation Revocation. You may, upon written notice (email is acceptable), revoke such cancellation after you have made a cancellation request, in which case the Service Agreement will be reinstated, and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.

e. Advai Solve®’s Right to Cancel. We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you. Cancellation will take effect at the end of the then-current billing period. Written notice may be provided to you via email. If we terminate this Agreement pursuant to this Section 5.e, we will reimburse you for any unused credits and funds within 30 business days from the effective cancellation date.

f. Pause or Downgrade of Service. During the Initial Term, you may request a pause or a downgrade in your Services, however it will be in Advai Solve®’s sole discretion to determine if a pause or downgrade in Services is appropriate. No pause or downgrade will be effective without a signed written confirmation from both Advai Solve® and the Client. After the Initial Term, you may pause or downgrade your account with no less than 30 days’ written notice. After the Initial Term a downgrade that fully eliminates the recurring portion of certain services (e.g., Content Marketing, Ad Credits, Social Media Management, etc.) shall be deemed a cancellation of such services and will terminate all Advai Solve® obligations related to that service at the end of the then current billing cycle. Further, the Parties agree that any downgrade that eliminates the Advai Solve Base Platform Fee (e.g., a downgrade to hosting services only) will terminate all Advai Solve® obligations related to those removed services. The Parties agree that the preceding two sentences shall not apply to temporary downgrades accompanied by a signed agreement. You may upgrade or reinstate services at any time with a written or oral request.

g. No Refunds and Unused Credits. Unless we cancel the agreement pursuant to Section 5.e., no refunds will be provided for any amounts already paid to Advai Solve®. Upon cancellation of this agreement by you for any reason, any and all unused funds, credits or creative hours will be forfeited. If you downgrade to hosting-only services or any other recurring services that do not include the Advai Solve Platform License Fee, any and all unused funds, credits, or creative hours remaining in your account at the time of the downgrade will be forfeited. The preceding sentence does not apply to temporary downgrades with a signed agreement.

h. Account Records on Termination. Upon termination, at your election, we will preserve an archive of your account records and data for an annual fee. If you do not elect to archive your account records, we are under no obligation to maintain any customer records after your account is terminated, and we may delete your account records at any time. Notwithstanding the foregoing, we will preserve account data to the extent necessary for us to comply with our own document retention obligations.

6. Intellectual Property.

a. Your License Grant to Advai Solve®. During the Term, you hereby grant to Advai Solve® a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast, and transmit any of your content, including but not limited to your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary and for the sole purpose of allowing Advai Solve® to perform the Services. This license will terminate upon termination of the Service Agreement.

b. Ownership of Creative Deliverables and Content. Upon receipt by Advai Solve® of full, unconditional payment from Client, Client shall own all rights, title, and interest in and to the Creative Deliverables created under this Agreement. Advai Solve® will retain a non-exclusive, non-revocable license in the completed Creative Deliverables, and Advai Solve® reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes.

c. Ownership of non-custom Website Design. Notwithstanding Section 6.b. and Section 6d, Advai Solve® retains all copyrights in all non-custom website designs delivered under this Agreement in accordance with Section 1.i. Upon valid cancellation of this Agreement in accordance with Section 6, and so long as full, unconditional payment has been received by Advai Solve® for any amounts owed by Client under this Agreement, Client will be granted a perpetual, royalty-free, revocable, non-transferable license to use, copy, and publish any website design and related materials delivered to Client under this Agreement. Advai Solve® reserves the right to revoke this license only if either (1) Client does not fulfill the Initial Term and/or pay the waived Setup Fee or (2) Client initiates a payment dispute for any past payment.

d.Websites License. Advai Solve® grants Client, during the Term for which Client has paid the applicable Fees, a non-exclusive, non-transferable and revocable license, subject to this Agreement and any qualifications contained herein, to access and use the Websites Advai Solve Service for displaying a Advai Solve website design on our website servers. This license is limited, non-sublicensable, and intended solely for the purpose of accessing and using the Advai Solve Service in connection with the creation of Client websites hosted by Advai Solve. This license to access the Advai Solve® will terminate upon cancellation or non-payment of any applicable fees.

e. Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, marketing data, marketing campaigns or other information (collectively, “Work Product”) developed in whole or in part by Advai Solve® during the course of this Agreement but excluding the Creative Deliverables and any materials referenced as belonging to Client pursuant to Section 7a. above, shall be the exclusive property of Advai Solve®.

f. Trademarks. All trademarks used in this agreement and used in conjunction with the Services are the property of their respective owners or licensors. With the exception of the trademark rights explicitly granted in this Agreement, no other rights to any trademarks are granted herein. Use of the Advai Solve® trademarks without the express written consent of Advai Solve® is prohibited.

7. Authorization and Limited License to the Access Advai Solve® Software Platforms. Upon execution of a marketing Service Agreement, and for so long as your Service Agreement is in effect and you are current on all applicable fees or payments, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive limited license to access the Advai Solve0® Software Platforms. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the Advai Solve® Platforms, including, without limitation,Advai Solve® the platforms, software, data, applications, methods of doing business, or any other content provided through Advai Solve® whether expressly, by implication, estoppel, or otherwise. All rights, title, and interest in and to the Advai Solve® Services, are and will remain with Advai Solve®. You may only access the Advai Solve® Platforms via a web browser or mobile application. Your access shall be password protected and you acknowledge that you shall not share your password or otherwise permit any other person to access or use the Advai Solve® Platform or Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of Advai Solve® Platform or Services; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Advai Solve® Platform or Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Advai Solve systems, in whole or in part; (d) bypass or breach any security device or protection used by the Advai Solve® Platforms or Services, or access or use the Advai Solve® Platform or Services other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Services or Advai Solve®’s systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Advai Solve®’s systems or Advai Solve®’s provision of services to any 3rd Party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property, or proprietary rights notices from any Services or other Advai Solve® materials, including any copy thereof; (h) access or use the Advai Solve® Platforms or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Advai Solve® or any 3rd Party or in a way that violates any applicable law; (i) access or use the Advai Solve® Platforms or Services for purposes of competitive analysis of the Services, for the development, provision, or use of a competing software service or product, or any other purpose that is to Advai Solve’s detriment or commercial disadvantage. In addition to the other remedies Advai Solve® may have, Advai Solve® may terminate the foregoing license and this Agreement if it determines, in its sole discretion, that you have violated the provisions of this license.

8. Representations. By signing, you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. You further indicate that you have the right to enter this agreement and use all intellectual property, including, but not limited to copyrighted materials and trademarks, supplied to Advai Solve® for use in conjunction with the services.

9. Agency. If you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement. Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agree to be bound by these Terms of Service.

10. DISCLAIMER OF WARRANTIES. ADVAI SOLVE® PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, ADVAI SOLVE®’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVAI SOLVE® DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, ADVAI SOLVE® MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.

11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADVAI SOLVE® SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO ADVAI SOLVE® IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. WITHOUT LIMITING THE FOREGOING, ADVAI SOLVE® IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO ANY CONTENT, OMISSIONS, OR ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS, OR ON SOCIAL MEDIA OR ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF CLIENT DATA WITHIN CLIENT’S ADVAI SOLVE® ACCOUNT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE IN CONJUNCTION WITH THESE SERVICES.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

12. Dispute Resolution.

a. Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith,the Parties hereby agree to resolve any and all disputes, controversies, or claims arising out of, relating to, or in connection with this Agreement and/or the Services, including the breach, termination, or validity thereof, through confidential binding arbitration in Fort Collins, Colorado by a single arbitrator. Such arbitration shall be administered by the American Arbitration Association (AAA) and conducted pursuant to the Expedited Procedures of the Commercial Arbitration Rules (CARs) of the AAA. The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that the arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

b. Exceptions to Agreement to Arbitrate. Advai Solve® may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or for intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above. In the event that the Parties' agreement to arbitrate is found not to apply for any reason, all actions relating to or in connection with this Agreement shall be brought in the state and federal courts located in Larimer County, Colorado and Denver County, Colorado, respectively. The Parties consent to venue and personal jurisdiction in these courts for the limited exceptions under this Section 12.c.

c. Costs and Attorney’s Fees: You agree to pay all costs of collection (including attorneys’ fees, costs, and other legal and collection expenses) incurred by Advai Solve® in connection with its enforcement of its right to payment under the Agreement. 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). If you dispute any payment with your credit card company or bank, and such dispute is resolved in Advai Solve®’s favor, you will be assessed a charge of $100 per dispute initiated. You acknowledge that this amount is not a penalty, but a reasonable amount of liquidated damages to compensate Advai Solve® for the additional costs incurred in defending your payment dispute. Except as otherwise provided in this Section, the Parties will be responsible for their own costs and legal fees.

d. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO A 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 THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 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.

13. Indemnification. You agree to indemnify, defend, and hold Advai Solve® harmless from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Terms of Service by you or any third party (authorized, permitted or enabled by Client). This indemnification includes, but is not limited to, any actions, including actions alleging or related to: infringement of any intellectual property (including trademark, patent and copyright actions), defamation, false or misleading advertising, end user personal or financial data, applicable privacy laws, PCI compliance, Client’s order processing, billing, fulfillment, shipment, collection, or actions related or associated with any products or services offered, sold, or licensed through Client’s website. If Client is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Client waives any claims it may have against Advai Solve® arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless Advai Solve® against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.

14. Non-Solicitation. You agree not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee of Advai Solve® or its subsidiaries, or induce the termination of employment of any Advai Solve® employee during the Term and for a period of three (3) years following the termination of this Agreement.

15. Miscellaneous.

a. Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the state of Colorado without giving effect to conflict of laws principles.

b. Entire Agreement. These Terms of Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Advai Solve® limits acceptance of these agreements, and objects to any additional or different terms in the Client’s acceptance.

c. Amendment/No Waiver. We may update and change any part or all of these Terms of Service. If we update or change the Terms of Service, the updated Terms ofService will be posted at http://www.advaisolve.com and we will let you know via email. You will be asked to agree to the updates for Advai Solve. If you do not agree with a modification to the Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your Initial Term or your current Renewal Term. Upon renewal, the Terms of Service published on our website will apply. Any material amendment to your Service Agreement must be contained in writing and executed by the Parties.The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party's right to require performance at any time thereafter.

d. Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

e. Severability. If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.

f. Assignment. Neither Party may assign any part of the Agreement without the prior written consent of the other Party, provided, however, that either Party may freely assign this Agreement in connection with a sale of substantially all of its assets or a change of control of at least 50% of the voting equity interests of the business effective upon written notice to the other Party.

g. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.

h. Third-Party Sites and Products. Third party sites and products are not under our control and are provided to you only as a convenience. The availability of any third-party website or product does not mean we endorse, support or warranty the 3rd Party site or product. We do not warranty the performance of any third-party product or service. If you are using a Woo360 website, certain WooCommerce plugins may be required for certain website functionality. You will be required to create your own WooCommerce account to access these plugins for your website, and you may be required to pay WooCommerce an additional fee for certain plugins.

k. Google Third Party Disclaimer. Advai Solve® resells Google AdWords as a Google Third Party Partner. For more information on this program please see Google’s “Working with a Third-Party Disclaimer” located athttp://www.google.com/adwords/thirdpartypartners/.

m. Facebook Advertising Guidelines. Your use of these services in connection with Facebook ads is subject to separate terms and conditions, including Facebook’s Advertising Guidelines (currently accessible at https://www.facebook.com/policies/ads, as updated by Facebook from time to time).

w. Headings. Section headings are provided for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section.

x. Force Majeure. Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

y. Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.