BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS, REGISTRATION PROCESS, OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THRIVETRACKER (“THRIVETRACKER”, “WE”, “US”) ONLINE SERVICE, INCLUDING BUT NOT LIMITED TO THRIVETRACKER AND THE USE OF ASSOCIATED SOFTWARE COMPONENTS, WEBSITE, AND SUPPORT OPTIONS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND NOT SIGN THE ORDER CONFIRMATION, AND YOU MAY NOT USE THE SERVICE.

Welcome

Subject to the terms of this Agreement, ThriveTracker will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the ThriveTracker website incorporated by reference herein, including but not limited to ThriveTracker’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. ThriveTracker offers multiple products and Service-level plans. This Agreement governs all products, services and plans offered through the ThriveTracker website (the “Site”).

1. Privacy & Security; Disclosure

ThriveTracker’s privacy and security policies may be viewed online on the Site. ThriveTracker reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Non-ThriveTracker customers who receive communications may “opt out” of receiving future marketing and other communications from ThriveTracker. ThriveTracker customers will not have the option of opting out unless they terminate their account with ThriveTracker in accordance with the terms of this Agreement.

2. License Grant & Restrictions

ThriveTracker hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. In the event that your online ordering process or your Order Confirmation provided for a specific number of Users, your license to use the Service is limited to the specified number of Users. All rights not expressly granted to you are reserved by ThriveTracker and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, ThriveTracker Technology or the ThriveTracker Content in any way; (ii) modify or make derivative works based upon the Service, ThriveTracker Technology or the ThriveTracker Content; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Service cannot be shared or used by more than one individual unless (and solely to the extent that) the Order Confirmation allows for sharing within your internal organization. Sharing of the Service outside your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Order Confirmation are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or ThriveTracker’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on ThriveTracker’s infrastructure. ThriveTracker shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ThriveTracker immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ThriveTracker immediately and use best efforts to stop immediately any copying or distribution of ThriveTracker Content that is known or suspected by you or your Users; (iii) not impersonate another ThriveTracker user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; or (vi) collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.

4. Account Information and Data

ThriveTracker does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service (collectively, “Customer Data”). You hereby grant ThriveTracker a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that ThriveTracker reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data. You, not ThriveTracker, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data, and ThriveTracker shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Service is subject to existing laws and legal processes. Nothing contained in this Agreement will limit ThriveTracker’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service, which may include disclosing your Customer Data to the applicable authorities.

5. Intellectual Property Ownership

ThriveTracker alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ThriveTracker Technology, the ThriveTracker Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by ThriveTracker. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ThriveTracker Technology or the Intellectual Property Rights owned by ThriveTracker, Inc. The ThriveTracker name, the ThriveTracker logo, and the product and service names associated with the Service and ThriveTracker Content are trademarks of ThriveTracker or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to ThriveTracker and/or its licensors under applicable copyright law.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. ThriveTracker and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. ThriveTracker does not endorse any sites on the Internet that are linked through the Service. ThriveTracker provides these links to you only as a matter of convenience, and in no event shall ThriveTracker or its licensors be responsible for any content, products, or other materials on or available from such sites. ThriveTracker provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with the external networks, websites, and programs depend on the continuing availability of such entities, as the case may be, application programming interface (“API”) and program for use with the Services. If such external entities cease to make their software, programs, and services available, as the case may be, on reasonable terms for the Services, ThriveTracker may cease providing such Service features and you shall have no payment obligations with respect to such Service features for periods following such cessation.

7. Charges and Payment of Fees

YOUR SERVICE PLAN

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect for your chosen Service-level package, or “Plan,” at the time a fee or charge is due and payable. A Plan includes an allowable amount of click per month. Unused clicks do not carry over to the next month. All payments must be made in advance. Payments may be made on a monthly, annual or one-time basis, and amounts owed are payable via automated recurring credit card payment or electronic invoices. All payment obligations are non-cancelable and all amounts paid are non-refundable.

OVERAGES

In the event you exceed the maximum number of clicks or impressions allowed in your Plan for a given month (with each click in excess of the maximum an “Overage”), an additional charge of per thousand will be charged in the subsequent billing period. Overages are $0.06 per thousand for plans covering up to 1,500,000 clicks per month, $0.036 per thousand for plans between 1,500,000 to 30,000,000 clicks per month, $0.024 per thousand for plans covering in excess of 30,000,000 clicks per month. You must provide ThriveTracker with a valid credit card or annual or one-time prepayment as a condition to signing up for the Service. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service, and that ThriveTracker may charge your credit card for all recurring payments and fees assessed hereunder without obtaining further confirmation from you.

ADJUSTMENTS AND CHANGES

An authorized License Administrator may adjust your Plan by executing an additional written Order Confirmation or using the web-based customer administration system within the ThriveTracker product if it applies. Changes to your Plan will result in an adjustment to your fees, and will be subject to the following: (i) the term for the new fees and new Plan will be coterminous with the preexisting License Term (either Initial Term or Renewal Term, as the case may be); (ii) Service fees will be the then current, generally applicable license fee for the new Plan; (iii) any fee increase that results from changes made in the middle of a billing will result in a charge for the difference between the former and current Plan; and (iv) any fee reduction that results from changes made in the middle of a billing month will not take effect until the next billing month and no partial refunds will be given. ThriveTracker reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of ThriveTracker, and you agree not to disclose them to any third party.

TRIALS

At its sole discretion, ThriveTracker may offer use of the Service on a trial basis, wherein the Service is provided for free or at a reduced rate for a limited period (the “Trial Period”) before the fees associated with your Plan are charged. You understand and agree that each person or company is limited to participate in a total of two (2) Trial Periods, and that if ThriveTracker determines, in its sole discretion, that you have already used your allotted Trial Periods, ThriveTracker may cancel any additional trial you enroll or attempt to participate in and may immediately charge the full fees associated with your Plan to your payment card or account on file. You represent and warrant that you will not attempt to circumvent this limitation on Trial Periods, including by creating numerous accounts or providing false contact information to ThriveTracker to avoid detection.

8. Billing and Renewal

ThriveTracker charges and collects payment in advance for use of the Service; with the exception of overage charges which may occur in the subsequent billing period. ThriveTracker will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices as mutually agreed upon. The renewal charge will be equal to the Service fee in effect during the prior term, unless ThriveTracker has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. ThriveTracker’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ThriveTracker’s income. You agree to provide ThriveTracker with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ThriveTracker reserves the right to terminate your access to the Service in addition to any other legal remedies. All invoices and payments to ThriveTracker will be in US $. If you believe your invoice is incorrect, you must contact ThriveTracker in writing within 7 days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to ThriveTracker herein, ThriveTracker reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum rate permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Service during any period of suspension. If you or ThriveTracker initiates termination of this Agreement, you will be obligated to pay the balance due on your account for the applicable Initial Term or Renewal Term, as the case may be, computed in accordance with the Charges and Payment of Fees section above. You agree that ThriveTracker may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. ThriveTracker reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ThriveTracker has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 15 days or more delinquent.

10. Term

This Agreement commences on the Start Date. For all Plans, the “Initial Term” will be as you elect during the online subscription process or as otherwise mutually agreed upon in the Order Confirmation. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) (each, a “Renewal Term”) at ThriveTracker’s then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed in the Order Confirmation. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Data from the ThriveTracker platform prior to the effective date of such expiration or termination. You agree and acknowledge that ThriveTracker has no obligation to retain the Customer Data, and may delete such Customer Data 15 days after expiration or termination. The following sections shall survive any expiration or termination of this Agreement: 1, 4, 5, 7, 9, 10 and 13 – 22, 23 (to the extent set forth therein) and 24.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the ThriveTracker Technology or Service will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, ThriveTracker, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ThriveTracker represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ThriveTracker help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify ThriveTracker, ThriveTracker will modify the Service and/or the documentation so that it conforms. The foregoing is your sole and exclusive remedy for ThriveTracker’s failure to satisfy the foregoing representation. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

13. Mutual Indemnification

You shall indemnify and hold ThriveTracker, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; or (iv) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you. In any such case, ThriveTracker shall (a) give written notice of the claim promptly to you; (b) give you sole control of the defense and settlement of the claim (provided that you may not settle any claim absent ThriveTracker’s prior written approval and unless you unconditionally release ThriveTracker of all liability and such settlement does not affect ThriveTracker’s business or Service); and (c) provide to you all reasonably available information and assistance. ThriveTracker shall indemnify and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service (exclusive of any third-party content posted thereto) directly and knowingly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that you (a) promptly give written notice of the claim to ThriveTracker; (b) give ThriveTracker sole control of the defense and settlement of the claim (provided that ThriveTracker may not settle any claim unless it unconditionally releases you of all liability); (c) provide to ThriveTracker all reasonably available information and assistance; and (d) have not compromised or settled such claim. ThriveTracker shall have no indemnification obligation, and you shall indemnify ThriveTracker pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, services, hardware or business process(es). If as a result of any infringement by the Service (other than as described in the preceding sentence) your use of the Service is enjoined by a court of law, ThriveTracker will either modify the Service to make it non-infringing, acquire a license for you to continue using the Service, or if neither option is possible, refund to you the applicable fees paid by you in advance.

14. Disclaimer of Warranties

THRIVETRACKER AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ThriveTracker AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ThriveTracker AND ITS LICENSORS.

15. Force Majeure

Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.

16. Internet Delays

THRIVETRACKER’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THRIVETRACKER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. Limitation of Liability

IN NO EVENT SHALL THRIVETRACKER’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, THE THRIVETRACKER TECHNOLOGY OR CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Contractor Access

In the event that any of your Users are contractors to your organization, you agree that such contractors shall be required by written agreement to comply with all applicable restrictions set forth in this Agreement, and you shall be fully liable for and indemnify ThriveTracker with respect to any failure of any contractor to so comply.

19. Local Laws and Export Control

The Service provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. ThriveTracker and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the ThriveTracker Content contrary to United States or other applicable law is prohibited. None of the ThriveTracker Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government and other applicable governmental bodies for such purposes.

20. Notice

ThriveTracker may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in ThriveTracker’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in ThriveTracker’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ThriveTracker (such notice shall be deemed given when received by ThriveTracker) at any time by any of the following: letter to ThriveTracker delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ThriveTracker, in either case, addressed to the attention of: VP of Finance.

21. Modifications to Terms

ThriveTracker reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of ThriveTracker but may be assigned without your consent by ThriveTracker to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ThriveTracker directly or indirectly owning or controlling 50% or more of you shall entitle ThriveTracker to terminate this Agreement for cause immediately upon written notice.

23. Jurisdiction and Venue; Arbitration; Restriction on Joinder of Claims

This Agreement shall be construed and governed by the laws of the State of Florida, without giving effect to principles of conflicts of law. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Association. Arbitration shall take place in Sarasota, Florida. At the request of ThriveTracker, arbitration proceedings will be conducted in secrecy. In such case, all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by the parties, their respective attorneys, and their respective experts who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. ThriveTracker shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection to, arising out of, or under this Agreement. Nothing contained in this Agreement shall be construed to limit any legal remedies available to ThriveTracker. Any claims for equitable or injunctive relief, or other remedies in aid of the Arbitration shall be brought exclusively in the state and federal courts of Sarasota County, Florida, and you agree to submit to the personal jurisdiction of the same. To the extent permitted by law, you agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against ThriveTracker and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorneys' fees and court costs that ThriveTracker incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent agreement.

24. General

No text or information set forth on any other purchase order, preprinted form or document (other than an Order Confirmation, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ThriveTracker as a result of this Agreement or use of the Service. The failure of ThriveTracker to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ThriveTracker in writing. This Agreement, together with any applicable Order Confirmation, comprises the entire agreement between you and ThriveTracker related to the Services and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

25. Definitions

As used in this Agreement now or hereafter associated herewith: “Start Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date listed as the start date on the Order Confirmation; “Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online through the Site or by executing written Order Confirmations and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Confirmation(s); “Order Confirmation(s)” means the form evidencing the initial subscription for the Service and any subsequent Order Confirmations submitted online through the Site or in written form, specifying, among other things, the number of Users, if applicable, and other services contracted for (including, if applicable, the Traffic Express Service), the applicable fees, the billing period, the payment method, and other charges as agreed to between the parties, each such Order Confirmation to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Confirmation, the terms of this Agreement shall prevail); “ThriveTracker” means CB Thrive, LLC, a Delaware Limited Liability Company having its principal place of business at 5911 N Honore Avenue, Suite 114, Sarasota, Florida 34243; “ThriveTracker Technology” means all of ThriveTracker’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ThriveTracker in providing the Service; “Service(s)” means the specific edition of ThriveTracker’s online search engine marketing services, developed, operated, and maintained by ThriveTracker, accessible via http://www.thrivetracker.com or another designated web site or IP address, and any ancillary online or offline products and services provided to you by ThriveTracker, to which you are being granted access under this Agreement, including without limitation the ThriveTracker Technology, the ThriveTracker Content and any support services agreed to by ThriveTracker; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by ThriveTracker at your request). “ThriveTracker Content” means any written, visual, aural, graphic, image, audio, video, animation, design, source code, analytical, or performance metric content, regardless of form or media, which is published, generated, or otherwise made available by ThriveTracker and is accessible through the Service.

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@thrivetracker.com.