You (referred to as “Subscriber” or “you”) have subscribed to the Attentive.ly service (the “Service”) for the price specified in your invoice (“Invoice”). Your Attentive.ly subscription

(“The Service”) is subject to the terms of this Service Agreement (“Agreement’) between you and Good + Geek, Inc., dba Attentive.ly (“G+G” or “we”). In addition to the Invoice, this Agreement also includes our Privacy Policy and the Digital Millennium Copyright Act Policy, as set forth on the attentive.ly website (the “Website”) and whenever this document refers to this Agreement, it includes those other documents unless this the context would imply otherwise.

This Agreement is a legally binding agreement between you and G+G (collectively, the “Parties” and individually, a “Party”) in relation to your use of the Service. In the event of any conflict between this Agreement and the Privacy Policy and the Digital Millennium Copyright Act Policy, the provisions of this Agreement control.

By subscribing to the Service you expressly acknowledge that you have read, understood, consent to and agree to be bound by this Agreement.

In order to use the Service, you must first agree to this Agreement. You may not use the Service if you do not accept this Agreement. The Parties will accept the terms of this Agreement by having their authorized representatives sign.  You may not use the Service and may not accept this Agreement if you are not legally able to form a binding contract with G+G or you are a person barred from using the Service under the laws of the United States of America.

1. Fees.

As consideration for the Service, you agree to pay the fees agreed upon and detailed in your Invoice.

2. Normal Duration. Unless terminated earlier as provided in Section 3 below, this Agreement will continue in effect for an initial period of one year after this contract is completed and signed, and thereafter for additional one-year periods unless terminated by either Party giving notice to the other Party 30 days prior to the end of the initial term or any renewal term.

Upon termination, you will irrecoverably delete all social match data (e.g. Twitter handles, Klout scores, Facebook profile URLs, age, gender) you received from the Service. This does not require you to delete social posts (e.g. Tweets) associated with a contact nor list-segments derived from the Attentively service (e.g. “influencers”, “mothers”, “sports fans”). On request, G+G will be granted audit-rights to ensure that social match data has been deleted from your database. The audit requirement will be fulfilled by providing a screenshot of a user profile or other visual demonstration that the Subscriber is no longer storing Attentively-provided social match data.

3. Early Termination. Should either Party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including, but not limited to, your failure to pay the fees set forth in the Invoice when due, the non-breaching Party may terminate this Agreement immediately if the breaching Party fails to cure the breach within 10 business days after having received written notice by the non-breaching Party of the breach or default. Upon termination, you will irrecoverably delete any and all data you received from the Service.

4.  Limits on Use of Service.

For the benefit and security of the subscribers of the Service, and to comply with applicable laws, you agree:

  1. to use the Service only for lawful purposes that are permitted by this Agreement and by applicable law and regulations (including, but not limited to, laws regarding the export of data or software to and from the United States of America);
  2. not to disclose, distribute, sublicense, lease, rent, loan, resell or otherwise transfer the data received through the Service;
  3. that data acquired from the Service may not be used for the purpose of cookie tracking, ad exchanges, data brokerages, sending electronic communications in violation of applicable law, or any other activity or purpose identified as prohibited by G+G in any communication sent to you;
  4. not to access or attempt to access the Service by any means other than through the interface provided by G+G;
  5. not to attempt to gain unauthorized access to the Service or any other accounts, computer systems or networks connected to the Service through any means;
  6. not to access or attempt to access the Service through any automated means;
  7. not to engage in any activity that interferes with or disrupts the Service or any network or servers connected to the Service;
  8. if you are not subject to the laws based on the EU Data Protection Directive 95/46 or Swiss Federal Data Protection law, to either (a) subscribe to the EU/US Privacy Shield principles or (b) contractually agree to provide at least the same level of protection for personal data as is required by the relevant EU/US Privacy Shield principles;
  9. that the Service and the Content may be used only for your internal use and may not be edited or modified for any purpose and that you will not reproduce, duplicate, copy, sell, trade or resell the Service or any portion thereof unless explicitly permitted to do so under this Agreement, a separate agreement with G+G, or applicable law;
  10. not to take any action that would interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the Service or violate the regulations, policies or procedures of such networks;
  11. that any exported data will be updated on a regular (e.g., quarterly) basis and is valid only as long as your subscription to the Service remains in effect;
  12. except to the extent expressly permitted by this Agreement, not to attempt to copy, modify, duplicate, create a derivative work from, frame, mirror, republish, download, display, transmit, or distribute any portion of the Service in any form or media by any means.
  13. not to access or use the Service to build a similar or competitive service;
  14. that you are responsible for maintaining the confidentiality of your subscription log in information and are fully responsible for all activities that occur under your account;
  15. not to use another’s account or allow another user to use your account;
  16. to log off of your account after each use to prevent unauthorized use of your account; and
  17. to immediately notify G+G of any unauthorized use, or suspected unauthorized use, or any other breach of security.

G+G is not liable for any loss or damage arising from your failure to comply with these confidentiality and security requirements.

5. Intellectual Property Rights.

The Service and the information provided by G+G via the Service(the “Content”) are the property of G+G or its licensors and are protected by copyright and other intellectual property laws. You understand and agree that the G+G (or G+G’s licensors) owns all legal right, title and interest in and to the Content, including, but not limited to intellectual property rights such as copyrights and trademarks. You agree that nothing in this Agreement gives you any right to use any of the intellectual property available on the Service, including but not limited to the copyrighted Content, trademarks, servicemarks, logos and domain names.

6.  Indemnity.

Both parties agree to indemnify each other and its members, managers, affiliates, officers, agents and employees against any third party claims, suits, losses or damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or related to any third party claim or allegation that the Service infringes any intellectual property rights.

Both parties agree to indemnify each other and their members, managers, affiliates, officers, agents and employees harmless from any third party claims, suits, losses or damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or related to their breach of this Agreement.

The Service may provide hyperlinks to websites operated by third parties and such hyperlinks are provided only for your reference and convenience. A hyperlink from this Service to another website does not mean or imply that G+G endorses either the operator of the hyperlinked website or the content on the website. You are solely responsible for determining to extent to which you use any content on any website to which you link from the Service and you agree not to hold G+G responsible for the content or operation of the website.

7.   Confidentiality.

Neither Party (the “Receiving Party”) may publish, disclose, or otherwise divulge Confidential Information of the other Party to any third party, at any time during or after the term of this Agreement, without the prior express written consent of the disclosing Party (the “Disclosing Party”). For purposes of this Agreement, “Confidential Information” means non-public, confidential or proprietary information that is designated by the Disclosing Party as confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Subject to the next paragraph in this Section 6, the fact that an individual or entity is one of your supporters is deemed to be your Confidential Information.

The term “Confidential Information” does not include any information that (a) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement), (b) was or thereafter becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement that was applicable to the Confidential Information or (c) has been independently acquired or developed by the Receiving Party without violating any of its obligations under this Agreement.

In the event that the Receiving Party becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party must, to the extent practical and lawful, give the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the terms hereof, the Receiving Party agrees to provide only that limited portion of the Disclosing Party’s Confidential Information that it is legally required to provide.

8.   Representations and Warranties.

8.1  Mutual. Each Party represents and warrants to the other that it possesses the legal right and ability to enter into this Agreement. Each Party further represents and warrants that (a) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated as a “terrorist supporting” country; and (b) it is not listed on any U.S. Government list of prohibited or restricted parties.

8.2 G+G. We represent and warrant to you that we will use the customer data you upload to the Website only for purposes of providing the Service. We will not sell the customer list or the names and contact information of any of those customers.

8.3  Subscriber. You represent and warrant to us that (a) all information provided to us in subscribing to the Service is truthful and accurate and (b) you will maintain the accuracy of such information.

9.  Disclaimers of Warranties and Limitations on Liability.

There may be delays, omissions or inaccuracies in the Content. The Service and the Content are provided on an “as is” basis without any express or implied warranties of any nature. G+G and its affiliates, agents and licensors do not warrant the accuracy, completeness, timeliness, non-infringement, title, merchantability or fitness for a particular purpose of the Content available through the Service and G+G specifically disclaims and such express or implied warranties. G+G and its affiliates, agents, and licensors are not liable to you or anyone else for any loss or injury caused in whole or in part by their negligence or contingencies beyond their control in procuring, compiling, reporting interpreting or the Content. G+G is not responsible or liable for the deletion or failure to store information after it has been delivering the Service accessed by you. In no event are G+G and its affiliates, agents, and licensors liable to you or anyone else for any damages, including, but not limited to, consequential, special, indirect and incidental damages, other than direct damages, even if advised of the possibility of such damages.

G+G’s relationship with you will be that of an independent contractor. Neither Party is an agent, representative or partner of the other Party. Neither Party has any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement may not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either Party.

11.  Miscellaneous Provisions.

11.1   Governing law. This Agreement, the Parties’ rights and obligations and all actions contemplated by this Agreement are governed by the laws of the United States of America and the State of Delaware, without regard to their conflict of laws policies. This Agreement will not be governed by the United Nations Convention for the International Sale of Goods.

11.2  Jurisdiction. You agree that G+G, the Service and the Website will be deemed as being solely based in the State of Delaware, regardless of where you are while using or accessing the Service, the Content and/or the Website or where any server used in connection with the storage and/or delivery of the Service and/or the Content is located, and that it constitutes a “Passive website” for purposes of personal jurisdiction under the Constitution of the United States and the statutes enacted by other jurisdictions. You agree that a court of competent jurisdiction located in the State of Delaware will have exclusive jurisdiction over any dispute, cause of action or claim arising under or related to this Agreement, the Service or the Content. You agree that any dispute, cause of action or claim arising under or related to this Agreement, the Service or the Content must be filed within six months after the dispute, cause of action or claim arises, or else it will be permanently barred as untimely filed.

11.3  Assignment. This Agreement is binding upon and inures to the benefit of the Parties and their respective heirs, successors and/or permitted assigns; provided, however, that neither Party may assign this Agreement without the prior written consent of the other Party, said consent not to be unreasonably withheld or delayed. Notwithstanding the preceding sentence, either Party may assign this Agreement to a third party that is owned or controlled by the assigning Party or is acquiring substantially all of the assets of the assigning Party.

11.4 Invalidity. If any part of this Agreement is deemed invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

11.5 Notices. Any notices or communication under this Agreement must be in writing and is deemed delivered to the Party receiving such communication at the address specified by it in the Invoice (a) on the delivery date if delivered personally to the Party; (b) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, whether or not received, if sent by US mail, return receipt requested; or (d) on the delivery date if transmitted by confirmed facsimile or email. If to G+G, the email address is: info@attentive.ly. If to you, the email address is the email address provided by you at the time you placed the Order. Either Party may change the address for the receipt of notice by giving notice of such change to the other Party as provided in this Section 10.5.

11.6  Waiver. A failure of either Party to exercise any right provided for in this Agreement may not be deemed to be a waiver of any right under this Agreement.

11.7  Severability. In the event that one or more or the provisions of this Agreement are held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions is unimpaired.

11.8  Force Majeure. G+G and its managers, members, affiliates, agents, contractors, employees and licensors, including third party service providers, are not liable to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency or event beyond the reasonable control of such party, including, without limitation, fire, flood, strike or other industrial or civil disturbance, failure to transport, accident, war, riot, terrorism, insurrection, act of God, or order of governmental agency. Performance must be resumed as soon as practical after cessation of such cause. However, if such inability to perform continues for more than 30 days, either Party may terminate this Agreement without penalty upon giving notice to the other Party. In the event of such termination, G+G must be paid for any portion of the Service performed prior to the termination.

11.9  Entire Agreement. This Agreement sets forth the entire agreement between the Parties and supersedes any and all prior agreements between the Parties with respect to the transactions set forth herein.

11.10  Amendment. Neither this Agreement nor any of its provisions may be modified, amended, discharged or terminated, except in writing by the Party against whom the enforcement of such modification, amendment, discharge or termination is sought, and then only to the extent set forth in such writing.

ATTENTIVE.LY:________________________

CLIENT:______________________________

 

NAME: ROSALYN LEMIEUX                                     NAME:

 

POSITION: GM, ATTENTIVE.LY                               POSITION:

 

DATE:                                                                         DATE: