Terms and Conditions

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) contains the terms and conditions upon which UnsubCentral, Inc., (“UnsubCentral”) grants to UnsubCentral’s customers who choose to use the Services (defined below) (each a “Customer”) a limited license to technology to be used in connection with the hosting and transfer of email suppression list(s) (the “Services”). Please read this Agreement carefully. Customer, by using, accessing, or attempting to interact with the Services in any way, agrees to comply with and be bound and abide by this Agreement, which UnsubCentral may change at any time in its sole discretion without notice, with the revised Agreement taking effect for all users as of the date stated on the posting. Customer waives any right to receive specific notice of such changes or modifications. Consequently, Customer should consult the Agreement regularly. Customer’s continued use of the Services following the posting of changes or modifications would confirm Customer’s acceptance of any such changes or modifications.

1. Defined Terms.

“Affiliate” means a person or entity that owns, is owned by, or is under common control with a party, and “control” in this definition means that a person or entity owns more than 50% of the equity interest of any entity and/or has the ability to control the management of such entity.

“Authorized Users” means individuals who are authorized by Customer to use the Services with varying levels of control and access as specifiable by Customer and who have been supplied user identifications and passwords by Customer. Authorized Users may include the employees, consultants, contractors, agents, or other designees of Customer and its Affiliates, but shall not include any employee or agent of any UnsubCentral competitor.

“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to UnsubCentral by or on behalf of Customer in relation to the use of the UnsubCentral Platforms and/or the provision of the Purchased Services.

“Platform” or “Platforms” means UnsubCentral’s proprietary software, content, text, images, media, and other materials delivered through its hosting and transfer of email suppression list(s) platform (the “UnsubCentral Platform”) which is ordered by Customer as indicated on an addendum hereto.

“Purchased Services” means any additional products and services that are ordered by Customer under an addendum hereto and made available by UnsubCentral, which may include deliverability consulting, campaign creation and management and other services, but expressly excludes the Platform(s) and any Third Party Services (as defined in Section 2(d)).

“SOW” means any statement of work issued by UnsubCentral and executed or otherwise agreed upon by authorized representatives of Customer which specifies, among other things and as applicable, a description of the Purchased Services and any other details specifically related to the Purchased Services additional to what is included herein and/or an addendum for such Services.

“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).

2. UnsubCentral Services.

(a) Services. The Services shall include access to unique system generated URLs (“Affiliate Keys”) that are coded to allow email list vendors and email distribution service providers (“Email List Affiliates”) access to Customer suppression list data. Each individual Affiliate Key may be provided to one (1) Email List Affiliate for the purpose of (i) transferring suppression list(s) to Email List Affiliates, or suppressing unsubscribed recipients from mailings that advertise Customer products, services, and/or other content and (ii) uploading new unsubscribe records resulting from the Email List Affiliate mailing to the Customer suppression list(s). Each individual Affiliate Key will be available for a period of time specified by Customer for access to the suppression list. Customer understands that Affiliate Keys should only be active for one (1) Email List Affiliate. A new Affiliate Key should be created for each additional Email List Affiliate. Customer may only use the Services for its own internal purposes as described herein. Customer agrees to take full responsibility for the actions and/or omissions of all Email List Affiliates under the terms and conditions of this Agreement.

(b) Affiliates. Each Customer Affiliate that wishes to use the UnsubCentral Platform and/or be provided Purchased Services must enter into a separate addendum and/or SOW, which incorporates the terms of this Agreement by reference.

(c) Updates and Functionalities. Customer acknowledges that from time to time UnsubCentral may apply updates to the Platforms and that such updates may result in changes in the appearance and/or functionality of the Platforms (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products or services, UnsubCentral shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). Customer acknowledges that the Services may interoperate with services from third parties via third-party websites or applications (collectively, “Third Party Services”), and that the Services provided are highly dependent on the availability of such Third Party Services. If at any time any Third Party Services cease to make their programs available to UnsubCentral on reasonable terms, UnsubCentral may cease to provide such features to Customer without entitling Customer to refund, credit, or other compensation.

(d) Acceptable Use. Customer shall (i) be responsible for Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which it acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping its (and any Authorized User’s) password and user name confidential and not permitting any third party to access or use its user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through its account in connection with the Services; (v) promptly notify UnsubCentral if Customer becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of Customer’s (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations or otherwise access in connection with Customer’s use of the Services; (vii) comply in all respects with all applicable terms of the Third Party Services that it subscribes to. Customer must not (A) make the Services available to anyone other than its Authorized Users; (B) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (C) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (D) attempt to modify, copy or otherwise reproduce, create a derivative work of, reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, in whole or in part, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (E) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (F) attempt to gain unauthorized access to the Services or its related systems or networks; or (G) authorize, permit, or encourage any third party to do any of the above.

Additionally, Customer must ensure that every mailing and message shall: (1) only be sent to lists of opt-in (preferably double opt-in) recipients and all such recipients have not previously opted-out of receiving any such communication from you; (2) honor any removal or unsubscribe requests within the time period prescribed by CAN-SPAM or other applicable laws; (3) provide a physical mailing address in case a subscriber wants to contact you by mail; (4) collect and store source information on every recipient including (x) the name of the recipient; (y) the date the recipient opted-in; and (z) be able to prove opt-in status; (4) include language in the unsubscribe message of each of the emails it sends to its members or users indicating where each member opted in to receive mail from Customer and whether the message is a recurring mailing or a one-time notification (For example: John, you are receiving this email from Company Name because you opted in to receive special offers at www.yourdomain.com on xx/xx/2010 from 12.234.42.23.); (5) have clear and working unsubscribe instructions at the top or bottom of the message; (6) never confuse or mangle the Internet headers; (7) never harass, threaten or cause distress, unwanted attention or discomfort to a person or entity; (8) not contain or transmit sexually explicit images or other content that is offensive; (9) not contain or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party; (10) not impersonate any person, including but not limited to, an official of UnsubCentral or an information provider, or communicate under a false name or a name not entitled or authorized to use; (11) not violate (intentionally or unintentionally) any applicable local, state, national or international law, including but not limited to any regulations having the force of law; and (12) not be a one-time mailing to a list of members after which the membership is deleted and recreated later (any such membership must be a permanent list to which new members subscribe or unsubscribe themselves, which list may be maintained in an external system).

COMPANY MAY IMMEDIATELY SUSPEND CUSTOMER’S ACCESS TO THE SERVICES AND/OR THE PLATFORMS FOR ANY VIOLATION OF THIS SECTION. ADDITIONALLY, COMPANY MAY CHANGE THE TERMS OF THIS SECTION 2(e) WITHOUT THE CONSENT OF CUSTOMER IN COMPANY’S SOLE DISCRETION WITH PRIOR WRITTEN NOTICE TO CUSTOMER, AND ANY SUCH CHANGE SHALL NOT CONSTITUTE AN AMENDMENT OF THIS AGREEMENT.

(e) Third Party Services. Customer’s use of any Third Party Services other than those entered into by UnsubCentral for the delivery of its Services shall be Customer’s sole responsibility. Any use of Third Party Services is governed solely by the terms and conditions of such Third Party Services (and Customer shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third Party Services, is between Customer and the relevant third party, and not UnsubCentral. UnsubCentral makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Services or any transactions completed and any contract entered into by Customer with any such third party.

(f) Non-Exclusivity. Customer acknowledges that the rights granted to it under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict UnsubCentral’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.

3. Compensation.

(a) Customer will be charged for the use of the Services in accordance with the rates agreed to by UnsubCentral and Customer pursuant to an Order or SOW (the “Fees”). Unless otherwise agreed to in writing, payment of set-up fees are required prior to opening an account. For each month thereafter unless otherwise agreed to in writing, Customer shall be billed for monthly Services at the end of each month during the Term. All payments shall be due 30 days from the date of the invoice.

(b) UnsubCentral may, in its sole discretion, charge a late fee on delinquent payments at the lesser of (i) the maximum amount chargeable by law; or (ii) one and one-half percent (1½%) per month from the date such payment was due until the date paid. In addition, Customer shall be responsible for UnsubCentral’s costs of collection, including reasonable attorney’s fees. In addition, upon 10 days’ written notice to Customer, UnsubCentral may suspend Customer’s access to the Services if UnsubCentral does not receive all amounts invoiced hereunder by the expiration of such period.

(c) Customer is responsible for paying all Taxes associated with the subscription to the Services. If UnsubCentral has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides UnsubCentral with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Intellectual Property Rights.

(a) UnsubCentral Services. UnsubCentral shall retain and own all proprietary rights in and to all of UnsubCentral’s intellectual property, including but not limited to any Platforms and any Services provided hereunder and all software, source codes associated therewith. In addition, UnsubCentral shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Platforms or Services, including but not limited to all new programs, modifications, refinements, updates and enhancements thereof (collectively, “Improvements”) or any other aspect of the Platforms or Services. The foregoing intellectual property rights shall specifically include all Improvements developed by or for UnsubCentral in connection with providing the Platforms or Services to Customer, even if such Improvements result from Customer’s request and/or include or derive from any suggestions, solutions, contributions, comments, or other feedback Customer may from time to time provide to UnsubCentral with respect to the Services (“Feedback”). Feedback shall not create any confidentiality obligation for UnsubCentral. All of the foregoing shall belong exclusively to UnsubCentral, with UnsubCentral having the sole right to obtain, hold and renew in its own name, patents, copyrights, trademarks, trade secrets, registrations and/or other appropriate protection. To the extent that the exclusive title and/or ownership rights may not originally vest in UnsubCentral as contemplated hereunder, Customer at no additional charge, hereby irrevocably assigns, transfers, and conveys to UnsubCentral all right, title and interest therein.

(b) Customer Content. Customer hereby grants UnsubCentral a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting Customer’s use of the Services and providing Services to Customer. Notwithstanding anything to the contrary herein or in any other agreement between the parties, UnsubCentral may also use Customer Content, including but not limited to deliverability percentages, click through rates, open through rates, bounce back percentages for the purpose of supporting, developing and performing the Platforms and/or Services for Customer or for other UnsubCentral customers, provided that when doing so, UnsubCentral shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, Customer and its Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on UnsubCentral any right of ownership or interest in the Customer Content or the intellectual property rights therein.

(c) Responsibility for Customer Content. Customer is solely responsible for the Customer Content that Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and Customer agrees that UnsubCentral is only acting as a passive conduit for the online distribution, publication and/or online display of the Customer Content. UnsubCentral will not review, share, distribute, or reference any Customer Content except as provided herein, or as may be required by law. Notwithstanding the foregoing, UnsubCentral retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement.

5. Confidentiality.

(a) Definition. “Confidential Information” includes the Platforms and Services, administrative access to the Services, the terms and conditions of this Agreement, including pricing, software and other related materials furnished by UnsubCentral, any information, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any engineering, manufacturing, marketing, technical, financial, data, or sales information, or any information regarding suppliers, customers, employees, investors, or business operations, and any other information or materials, whether in written, or graphic, or any other form or that is and whether disclosed orally, or electronically, whether tangible or intangible and in whatever form or medium provided, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.

(b) Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that, to the extent the disclosing party is permitted to provide notice and to the extent it is practical to provide such notice, notice is promptly given to the party whose Confidential Information is to be disclosed so that such party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

(c) Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Services or other UnsubCentral Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the UnsubCentral Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to Customer’s Confidential Information to UnsubCentral or to any patent copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Customer Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

(d) Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or subcontractors who (i) require access in the course of their assigned duties and responsibilities and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth herein.

(e) Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause the other party imminent irreparable injury and that such party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

6. Privacy

(a) “Personal Information” means information provided to UnsubCentral by or at the direction of Customer, or to which access was provided to UnsubCentral by or at the direction of Customer, in the course of UnsubCentral’s performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers). Customer’s business contact information is not by itself deemed to be Personal Information.

(b) UnsubCentral acknowledges and agrees that, in the course of its engagement by Customer, UnsubCentral may receive or have access to Personal Information. UnsubCentral will use reasonable efforts to maintain adequate security measures to protect Personal Information. UnsubCentral will use reasonable efforts to comply with the terms and conditions set forth in UnsubCentral’s Privacy Policy in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Information under its control or in its possession.

7. No Warranties.

COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT. FURTHERMORE, THE UNSUBCENTRAL DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS, OR THAT THE SERVICES WILL BE ERROR FREE, ALWAYS AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR COMPLETE. UNSUBCENTRAL SHALL NOT BE RESPONSIBLE FOR DATA BREACHES, HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CUSTOMER’S ACCOUNT.

8. Limitation of Liability.

(a) IN NO EVENT SHALL COMPANY AND/OR ITS AFFILIATES, LICENSORS, SUPPLIERS AND/OR EACH OF THEIR OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO THE DAMAGES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DAY THE CAUSE OF ACTION AROSE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

(b) IN NO EVENT SHALL COMPANY AND/OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, LOSS OF DATA, BUSINESS OPPORTUNITIES, OR GOODWILL ARISING HEREUNDER EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM DATA BREACHES, HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

(c) Except for actions for non-payment or breach of either party’s intellectual property rights, no action (regardless of form) arising out of this Agreement or the Services may be commenced by either party more than one (1) year after the cause of action has accrued.

9. Indemnification.

(a) Indemnification by Customer. Customer shall defend, indemnify, and hold harmless UnsubCentral, its Affiliates, directors, managers, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (“Claim”) (i) alleging that the Customer Content or Customer’s use of the Services infringes or violates the intellectual property rights or privacy rights of a third party; (ii) relating to, or arising from any use of Customer Content, Customer’s violation or breach of Section 2(e) of this Agreement; or (iii) relating to, or arising from, Third Party Services (including, without limitation, Customer’s breach of any terms or conditions applicable to any Third Party Services).

(b) Indemnification Procedure. Customer may not settle or defend any Claim without UnsubCentral’s prior written consent unless it unconditionally releases UnsubCentral of all liability. UnsubCentral may participate in any defense of a Claim at UnsubCentral’s expense.

10. Term; Termination.

(a) This Agreement will commence upon Customer’s acceptance of this Agreement or upon beginning to use the Services, whichever occurs first, and shall continue thereafter until the earlier termination of this Agreement in accordance with Section 10(b) or the expiration or termination of all applicable orders, addendums and SOWs hereunder, whichever occurs first (the “Term”).

(b) This Agreement may be terminated prior to expiration or completion in accordance with the following: (i) By either party, at any time and for any reason, upon thirty (30) days notice to the other party; (ii) By UnsubCentral if Customer fails to make any payments due hereunder within fifteen (15) days after UnsubCentral; (iii) by either party upon a breach of this Agreement that the breaching party has not cured within thirty (30) days from receipt of written notice advising of such failure from the non-breaching party, provided that such breach is curable; in the event of a non-curable breach, the non-breaching party shall have the right to terminate immediately; or (iv) by either party if the other party files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

(c) Upon termination or expiration of this Agreement, Customer shall immediately cease using the Services. Upon termination and written request of a party, the other party shall deliver to the requesting party all copies of applicable Confidential Information of the other party. Termination of this Agreement shall not relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.

(d) UnsubCentral may immediately suspend Customer’s use of the Services, without notice, if deemed in UnsubCentral’s sole discretion to be necessary to prevent any harm to UnsubCentral’s network, its business or its other customers, based on Customer’s misuse or alleged misuse of the Service, including in violation of this Agreement, provided that UnsubCentral shall promptly provide notice to Customer of the suspension and the reason(s) therefore and provide Customer an opportunity to cure, if practicable, depending on the nature of such misuse, as determined in UnsubCentral’s sole discretion. Customer acknowledges and agrees that during any cure period described in this paragraph, Customer shall be required to make all payments for the Services when due in accordance with this Agreement.

11. Notices.

Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery. All notices shall be sent to the applicable address specified in the recitals hereto or to such other postal address and/or email address as the parties may designate in writing. Unless otherwise specified, all notices to UnsubCentral shall be sent to the attention of the General Counsel with copies to the President. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.

12. Force Majeure.

UnsubCentral shall not be liable for any delay or failure to perform hereunder due to the inability of Customer, UnsubCentral or any other person to connect to the Internet, or any other failure or unavailability of the Internet for any cause whatsoever, acts of God or of the public enemy, or of any government or agency thereof, restrictions imposed by governmental agencies, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargoes, severe weather, Internet congestion, virus attacks, Denial Of Service attacks, differences with workmen, war, hostilities, terrorist acts, riot, rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation or any other cause beyond the control of UnsubCentral or UnsubCentral’s exercise of its rights under this Agreement. In the event of delay by UnsubCentral due to any such cause, the date of performance of any act by UnsubCentral will be postponed by such length of time as may be reasonably necessary to compensate for such delay.

13. Publicity.

Customer agrees that UnsubCentral may use Customer’s name and may disclose that Customer is a customer of the Services in UnsubCentral advertising, press, promotion, and similar public disclosures, including at trade shows and similar events. In addition to the foregoing, Customer hereby grants UnsubCentral a non-exclusive license during the Term to list Customer’s name and display Customer’s logo as a UnsubCentral customer on UnsubCentral’s website.

14. Miscellaneous.

(a) Neither party will assign this Agreement in whole or in part to any third party without the prior written consent of the other party; provided, however, either party may assign the Agreement in its entirety without such consent to any subsidiary or parent company of such party or to any successor by way of merger, consolidation or other corporate reorganization of such party or sale of all or substantially all of the assets of such party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning party under the Agreement.

(b) This Agreement and any order, addendum, and/or SOW shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. To the extent of any conflict between this Agreement and an addendum or SOW, the addendum or SOW shall take precedence. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. Except as otherwise provided herein, the parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.

(c) Customer shall comply with all then-current export and import laws and regulations of the United States and such other governments as are applicable when using the Service. Customer hereby certifies that it will not directly or indirectly export, re-export, transship, or transmit the Service, or any portion thereof, or related information, media, or products in violation of United States laws and regulations.

(d) Notwithstanding anything to the contrary contained herein, Sections 4, 5, 8, 9, 10(c), 11, and 14 shall survive termination or expiration of this Agreement.

(e) UnsubCentral is an independent contractor and nothing in this Agreement shall be deemed to make UnsubCentral an agent, employee, partner or joint venturer of Customer. Neither party shall have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.

(f) This Agreement shall be governed by the laws of the State of Texas, excluding the conflicts of law provisions of any state or jurisdiction. Customer and UnsubCentral each submit to the exclusive jurisdiction of the state courts of Travis County, Texas for the enforcement of this Agreement or any action arising out of or relating to this Agreement.