TERMS OF SERVICE

Of

Convert IT Marketing, LLC

LAST MODIFIED: May 1, 2019

             THESE TERMS OF SERVICE, the hosted website page that is used to facilitate the execution of this Agreement (the “Order Page”), the Confidentiality and Non-Disclosure Agreement (the “NDA”) (https://www.convertitmarketing.com/nda/) and the Privacy Policy (the “Privacy Policy”) (https://www.convertitmarketing.com/privacy-policy/), which by this reference are incorporated herein (the “Terms of Service” or this “Agreement”), are a binding agreement by and between Convert IT Marketing, LLC. (“CIT”, “us”, “we” or “our”), and Customer set forth on the Order Page (the “Customer”, “you”, or “your”). This Agreement governs the relationship and interaction between you and CIT, and the terms and conditions in connection with the services that we may offer or provide to you (our “Services”). If Customer set forth on the Order Page is a law firm, company or other legal entity, you represent that you have the authority to bind such entity (and its parents, affiliates or subsidiaries, as applicable) to the terms and conditions contained in this Agreement, and the terms “Customer”, “you”, and “your”, as used herein, shall apply to the law firm, company, or other legal entity. This Agreement is effective between you and CIT as of the date that you accept it (the “Effective Date”). Throughout this Agreement, you and CIT may each be referred to as a “Party” or collectively, as the “Parties”.

             BY CHECKING THE BOX TO AGREE, OR CLICKING AN “I AGREE” BUTTON, WHENEVER PRESENTED, TO AGREE TO THESE TERMS OF SERVICE, OR BY SIGNING UP, ACCESSING, OR USING THE CIT SERVICES, YOU ARE ENTERING INTO THIS BINDING AGREEMENT WITH CIT, AND YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

CHANGES TO THIS AGREEMENT

             We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Services constitutes your agreement to be bound by, and Customer’s acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you sign into, make a payment for, or renew your subscription to our Services. Therefore, we encourage you to review this Agreement regularly.

             If, within thirty (30) day of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written Notice of Customer’s withdrawal to the email address provided in Section 11.13 herein. Upon our receipt of your written Notice of the withdrawal of your acceptance, this Agreement shall terminate and we will cease providing Services to you.

BACKGROUND

             CIT provides its customers, who are primarily professional services providers, with an array of internet marketing Services designed to help them attract and acquire clients (the “Clients”) within the customer’s desired area of practice or expertise. CIT’s Services include tools to drive internet traffic, design captivating advertisements, build websites and landing pages designed to attract and convert Clients, and assist customers with tracking calls and leads.

1.      Services.

1.1 Core Services. In consideration for the Fees specified herein, and subject to the terms of this Agreement, CIT will provide the following core Services to Customer (the “Core Services”), as may be specified in greater detail on the Order Page:

1.2 Additional Services. At various times Customer may have the option to request from CIT certain additional Services (the “Additional Services”). Such Additional Services may be selected by Customer via the Order Page during the initial set up process or agreed to by CIT and Customer from time to time thereafter. The Fees for Additional Services will be as indicated on the Order Page for the services, and the terms of this Agreement shall, at all times, apply thereto. Additional Services include the following, and may be amended by CIT from time to time:

1.3 Customer Marketing Content . Through the provision of Services, CIT may provide to Customer, or assist Customer with, certain content that uniquely identifies Customer and the services that it provides (“Customer Marketing Content”). CIT may incorporate Customer Marketing Content as part of the Website(s) and Campaigns that it creates.

1.4 Launch. The date on which CIT launches the Core Services by making them accessible via the Internet on behalf of Customer, shall be known as the (“Launch Date”). A Launch Date will be the first (1 ^st) or fifteenth (15^th) day of a calendar month, although CIT reserves the right to change this schedule or select a different date as the Launch Date for Customer. Customer may request its requested launch date on the Order Page. CIT agrees to utilize reasonable efforts to accommodate Customer’s requests in connection with a Launch Date, but makes no guarantees as to specific dates.

1.5 Subcontractors. CIT may, in its sole discretion, collaborate or utilize the services of independent subcontractors in the performance of Services for Customer hereunder.

1.6 No Exclusivity. CIT retains the right to perform the Services (or other, similar services) for other customers during and after the Term of this Agreement. Customer acknowledges CIT’s right to provide such Services and acknowledges and agrees that nothing in this Agreement shall preclude CIT from entering into an agreement with any other person or entity for the provision of similar services, including those that are similar to or competitive with Customer. Additionally, CIT may have developed, have under development or in the future may develop services, solutions, or applications that may be directly or indirectly competitive with Customer’s business. Customer acknowledges and agrees that, subject to its ownership of its own Intellectual Property Rights (as defined in Section 6) and the confidentiality provisions of this Agreement, nothing herein shall impair the rights of CIT to acquire, market or develop any services, either for itself or on behalf of others, that are similar to the Services being provided to Customer hereunder or that may compete with Customer.

2.      CIT Obligations.

2.1 Performance. CIT shall perform Services set forth herein in a diligent and workmanlike manner.

2.2 Customer Content. In the course of providing Services, Customer may provide to CIT documents, written works, design, artwork, graphics, video, audio, reports or other information about Customer (“Content”), that may be utilized by CIT in the course of providing Services. CIT agrees take commercially reasonable steps to protect and secure such Content. Upon completion or termination of this Agreement, CIT agrees to return the Content to Customer or destroy it (as instructed by Customer). Customer agrees to ensure the accuracy of all Content that it provides to CIT in connection herewith. Furthermore, Customer agrees that CIT shall have sole discretion as to the exact Content that it elects to use and the manner in which it is used; provided however, that CIT shall not use Content in any manner that is derogatory or that casts Customer in a negative light. In light of the foregoing, Customer hereby grants to CIT a license to utilize the Content for the purpose of providing Services to Customer hereunder.

3.      Customer Obligations.

3.1 Cooperation. During the Term of this Agreement, Customer shall cooperate with CIT and CIT personnel in its performance of the Services and provide access to Customer’s information, website, network, software, analytical tools, Content, and people as required to enable CIT to provide the Services.

3.2 Designated Personnel. Customer will designate and maintain one of its officers, employees, or representatives to serve as its primary contact with respect to this Agreement and with respect to matters pertaining to this Agreement, with such designation to remain in force unless and until a successor is appointed. The representative designated by Customer shall respond promptly to any reasonable requests from CIT for instructions, information, approvals, or authorizations required by CIT to provide the Services.

3.3 Third Parties.

3.4 Limited Grant of Authority. Customer acknowledges that some of the Services provided by CIT require, or are better implemented, where CIT interacts or contracts with a Third Party Provider directly, and on behalf of Customer. In these instances, the Customer hereby grants (or, in the case of future contingencies, covenants and agrees to grant) CIT whatever limited authority is necessary for CIT to execute agreements and otherwise interact with the Third Party Provider on Customer’s behalf, including the authority to act as agent for Customer for such limited purposes; and Customer shall indemnify and hold CIT harmless against any and all claims, actions or proceedings arising out of the performance of any such action pursuant to such limited grant of authority.

3.5 Feedback. Cooperate with CIT in gauging the effectiveness of the Services and provide access to Customer’s data, website, network, software, analytical tools, Content, and people as required to enable CIT to measure the Services effectiveness.

3.6 Compensation. Customer agrees to timely pay all Fees and reimburse all expenses when due pursuant Section 4 hereof.

3.7 Compliance. During the Term of this Agreement and following its expiration or termination for any reason, Customer is and shall be solely and exclusively responsible for ensuring that: (i) its business practices; (ii) its use of any CIT Services (including both Core Services and Additional Services); (iii) its use of the Websites; (iv) its interactions with Clients or prospective Clients; (v) information that it provides CIT; and (vi) any Customer Marketing Content complies with all applicable federal, state, and local laws, rules, and regulations (including without limitation, the rules of the Bar Associations or other associations or independent governing bodies applicable to Customer). Customer agrees to promptly notify CIT in the event that it discovers any discrepancy, inaccuracy, or other compliance-related issue in connection with any of the foregoing items set forth in this Section 3.7.

4.      Fees and Expenses

4.1 Fees. In consideration for the provision of the Services under this Agreement, Customer shall pay CIT the fees (the “Fees”) set forth on the Order Page. The Fees consist of a) a one-time setup fee (the “One-Time Setup Fee”), due upon execution of this Agreement and prior to the commencement of any Services; and b) a recurring management fee (the “Management Fee”) which becomes due initially on the Launch Date, and then on or before the same date each subsequent calendar month for Service provided during that month (the “Due Date”), unless otherwise set forth on the Order Page. The Fees may be increased from time to time by written Notice from CIT to Customer.

4.2 Automatic Draft. Customer hereby authorizes CIT to automatically charge Customer’s credit card or debit card, or draw from the Customer’s bank account or other payment method, as the Fees become due, on or near the Due Date, unless the same is prepaid by Customer in advance. Payment to CIT of such Fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services.

4.3 Expenses. Customer shall reimburse CIT for all reasonable expenses incurred in the provision of Services where CIT has obtained advanced approval from Customer for such expenses, where CIT Services contemplate that CIT must make specific purchases on the Customer’s behalf, or where approval is otherwise provided herein.

4.4 Monthly Advertising Target Budget. As provided herein, the “Monthly Advertising Target Budget” is the amount that Customer budgets, on a monthly basis, to pay the Ad Serving Companies for serving Customer’s Ads across the internet (typically via PPC). Customer will input its desired Monthly Advertising Target Budget on the Order Page. Customer acknowledges that the actual expense incurred for the services provided by the Ad Serving Companies may vary depending on click-throughs. CIT may manage Customer’s relationship with the Ad Serving Companies attributable to the Monthly Advertising Target Budget, and Customer hereby authorizes CIT to provide the Ad Serving Companies Customer’s billing and credit card information to facilitate payment. In any event, Customer is responsible for all payments due to the Ad Serving Companies. Where CIT manages the relationship between the Ad Serving Company and Customer, CIT will make a reasonable, good faith attempt to meet the Monthly Advertising Target Budget. Due to the nature of advertising with Ad Serving Companies, CIT makes no guarantees that the Monthly Advertising Target Budget will not be exceeded or that the entirety thereof will be spent each month. Customer acknowledges and agrees that the Monthly Advertising Target Budget may be exceeded in some months, and may have funds left over in other months. CIT will use reasonable efforts to utilize the Monthly Advertising Target Budget efficiently, and to prevent excessive spend. Where the actual expense is greater than the Monthly Advertising Target Budget, CIT may reduce the subsequent month’s target budget accordingly. Where the actual expense is less than the Monthly Advertising Target Budget, CIT may increase the subsequent month’s target budget. Customer acknowledges and agrees that certain Ad Serving Companies have their own internal rules in connection with Ad spending, which may include pre-defined increments in spend and/or minimum spend requirements. Rules specific to each Ad Serving Company is set forth in their respective terms and conditions.

4.5 Other Service Provider Expenses. In addition to the expenses incurred under Section 4.4, and in concert with Section 3.3, Customer acknowledges and agrees that it may need to purchase additional equipment, software or other tools, specifically for Customer’s use or benefit, in order for CIT to successfully perform Services hereunder and/or for Customer to successfully implement specific changes and recommendations provided by CIT through the Services. CIT will advise Customer of the need of any such equipment, software or other tools, and Customer agrees that it shall bear full cost of obtaining them.

4.6 Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any national, federal, state or local governmental entity on any amounts payable by Customer; provided however, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, CIT’s income, revenues, gross receipts, personnel or real or personal property or other assets.

4.7 Late Payments. Except for invoiced payments that Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law (not to exceed eighteen percent (18.0%) per annum under any circumstance), calculated daily and compounded monthly. Customer shall also reimburse CIT for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which CIT does not waive by the exercise of any rights hereunder), CIT shall be entitled to suspend the provision of any Services if Customer fails to pay any undisputed amounts when due hereunder, and such failure continues for ten (10) days following written Notice thereof.

5.      Review and Acceptance of Customer Marketing content Rejection .

5.1 Review. No later than five (5) calendar days prior to Launch Date, CIT will provide Customer with proposed Customer Marketing Content via email, to the email address that Customer has provided to CIT. Customer agrees to maintain communication with CIT via email in a commercially reasonable manner. Customer shall have four (4) calendar days from the day on which it received the Customer Marketing Content from CIT (the “Review Period”) to provide, in writing, any additions, changes, corrections to errors, or other feedback to CIT. If Customer does not provide to CIT any corrections, changes, corrections or feedback, the Customer Marketing Content shall be deemed to be final and accepted by Customer. Following the Review Period, Customer expressly grants CIT the right to launch, make public, and implement any Websites, Ads, PPC, Campaigns, and online listings that are part of the Customer Marketing Content. Customer acknowledges and agrees that CIT is not responsible for, and shall have no liability for or in connection with, any inaccuracies, inconsistencies, errors, or omissions in any Customer Marketing Content.

6.      Intellectual Property.

6.1 Ownership of Confidential Information. All Confidential Information (as defined in the NDA) owned or provided by a Party shall remain the exclusive property of that Party.

6.2 CIT’s Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, processes, methods, designs, know how, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are owned by CIT shall always remain the exclusive property of CIT (or of its suppliers or licensors, if and when applicable). With the exception of the license provided under Section 6.4, nothing in this Agreement grants Customer a license to CIT’s Intellectual Property Rights.

6.3 Content. All Intellectual Property Rights in and to the Content shall always remain the exclusive property of Customer (or its suppliers or licensors, if and when applicable). Nothing in this Agreement grants CIT a license to Customer’s Intellectual Property Rights, except as needed to provide Services to Customer hereunder.

6.4 CIT Materials. All Intellectual Property Rights in and to the Customer Marketing Content shall be owned by Customer. Intellectual Property Rights to non-Customer specific materials, designs, photography, audio-visual content, templates, written works (excluding Customer Marketing Content) and methodologies incorporated in the Ads and Websites provided hereunder, (the “CIT Design Materials”), shall be owned by CIT, and CIT hereby grants Customer a non-exclusive, revocable, world-wide, limited license, solely during the Term of this Agreement, to use its CIT Design Materials as part of CIT Services but not apart therefrom.

7.      Term, Termination and Survival.

7.1 Term. This Agreement shall commence as of the Effective Date and shall continue for the period of time selected by Customer on the Order Page, which shall be measured from the Launch Date through the date of completion (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive period of time equal to the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”). Notwithstanding the foregoing, this Agreement may be sooner terminated pursuant to Section 7.2.

7.2 Termination for Non-Renewal.

7.3 Effect of Termination. In the event of termination, Customer acknowledges and agrees that it shall not be entitled to a refund of any Fees paid for any reason. Furthermore, in the event of termination, Customer shall be responsible for, and agrees to pay to CIT, all Fees that are or become due and payable through the date of termination. Furthermore, in the event that, after termination, any fees remain owing to third parties in connection the Services provided by CIT to Customer hereunder (including, for example, to Ad Serving Companies), Customer agrees to promptly pay all such fees due.

8.      LIMITED WARRANTY.

8.1 Limited Warranty. CIT warrants that it shall perform the Services:

8.2 Exclusive Remedies for Breach of Warranties. CIT’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:

8.3 No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8.1, CIT HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING ANY WARRANTIES OF: (A) MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) TITLE; (D) NON-INFRINGEMENT; OR (E) PERFORMANCE OF SERVICES TO ANY STANDARDS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION TO, AND IN NO WAY LIMITING THE FOREGOING, CIT MAKES NO GUARANTEES OF SUCCESS RELATED TO THE GOALS OF THE CUSTOMER IN CONTRACTING FOR PROVISION OF THE SERVICES, IN ANY MANNER. FAILURE TO ACHIEVE STATED GOALS OF THE CUSTOMER, WHETHER RECITED HEREIN, OR OTHERWISE, SHALL NOT CONSITUTE A BREACH OF THIS AGREEMENT BY CIT, IN ANY RESPECT, AND NO REFUND OF ANY FEES WHICH ARE PAID, OR DUE AND PAYABLE, SHALL BE MADE IN ANY SUCH EVENT.

9.      LIABILITY

9.1 Disclaimer of Liability. IN NO EVENT SHALL CIT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, LOSS OR DIMINUTION IN REPUTATION OR OTHER VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CIT BE LIABLE TO CUSTOMER FROM ANY CLAIMS, LOSSES, OR DAMAGES RESULTING FROM ANY ACTIONS OR OMISSIONS OF CIT OR ANY THIRD PARTY IN CONNECTION WITH INVESTIGATIONS OR ACTS UNDERTAKEN BY LAW ENFORCEMENT AUTHORITIES. FURTHERMORE, CIT SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS OR DAMAGES THAT ARISE OUT OF, OR RESULT FROM, ANY ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS.

9.2 Limitation of Liability. IN NO EVENT SHALL CIT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID TO CIT PURSUANT TO THIS AGREEMENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.      Indemnification.

10.1 Indemnification by CIT. CIT shall indemnify, defend, and hold harmless Customer against losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (each, a “Claim”) made or brought against Customer by a third party alleging that the use of the Services or Customer Marketing Content as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with any such Claim; provided that Customer: (i) promptly gives CIT written Notice of the Claim; (ii) gives CIT sole control of the defense and settlement of the Claim (provided CIT may not settle any Claim unless the settlement is accepted by Customer); and (iii) provide CIT with all reasonable assistance, at its own expense. CIT shall have no obligation to defend or indemnify Customer to the extent that a Claim is based on: (a) modification of the Services or Customer Marketing Content by anyone other than CIT or its permitted designee; or (b) use of the Services or Customer Marketing Content other than in accordance with the terms of this Agreement.

10.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless CIT against any Claim made or brought against CIT in connection with this Agreement and/or Customer’s use of the Services or Customer Marketing Content, including, but not limited to, negligent, willful, or unlawful acts or omissions of Customer, its officers, employees and agents for and against allegations that Customer’s use of the Services or Customer Marketing Content breaches this Agreement, infringes or misappropriates the intellectual property rights of a third party, violates any privacy rights or applicable law. In connection with any of the foregoing, Customer shall indemnify CIT for any damages finally awarded against, and for reasonable attorney’s fees incurred by, CIT in connection with any such Claim.

11.      Miscellaneous.

11.1 Entire Agreement. This Agreement, including and together with the Order Page, the NDA, and the Privacy Policy, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

11.2 Survival. The rights and obligations of the parties set forth in Sections 3, 4, 6, 7, 8, 9, 10 and 11, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

11.3 Notices. All Notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address or email set forth on the Order Page or in Section 11.13. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid) to the address set forth on the Order Page (if to Customer) or Section 11.13 (if to CIT), or via electronic mail. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 11.3.

11.4 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

11.5 Amendments. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by each Party.

11.6 Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11.7 Assignment. Either Party may assign its rights or obligations under this Agreement. No assignment or delegation, however, shall relieve Customer of any of its obligations under this Agreement.

11.8 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

11.9 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.10 Governing Law and Dispute Resolution. The Parties agree that all of the rights and obligations of the Parties under this Agreement, including the enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Florida, USA without giving effect to the principles of Florida law relating to the conflict or choice of laws. The exclusive venue for disputes relating to or out of this Agreement shall be Broward County, Florida, and Customer hereby waives any jurisdictional venue or inconvenient forum objections thereto. Both parties do hereby mutually agree to waive their right to a jury trial in connection with any dispute or conflict relating to, or out of this Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be decided by final and binding arbitration in administered by the American Arbitration Association (“AAA”) in Broward County, Florida, USA under its Commercial Arbitration Rules (“Commercial Rules”), and judgment on the award rendered by the Arbitrator may be entered in any court with jurisdiction. The arbitration shall be conducted by one (1) neutral and impartial arbitrator (the “Arbitrator”). The Arbitrator will be appointed by agreement of the Parties, but in the event that the Parties fail to agree on the Arbitrator, the AAA shall appoint an Arbitrator with sufficient understanding of the business and technology issues relevant to resolving the dispute. The Arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. Notwithstanding the foregoing, either Party may seek interim equitable relief (including an injunction or preservation of evidence) in a court of law to the extent that it is necessary to prevent irreparable harm that may be caused to such Party by the breach of this Agreement.

11.11 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, digital signature service, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

11.12 Force Majeure. CIT shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of CIT including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Customer shall be entitled to give Notice in writing to CIT to terminate this Agreement.

11.13 Comments and Concerns. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to support@convertitmarketing.com , or to Attn: Support, Convert IT Marketing, LLC., 1961 N. W. 150 Ave Ft. Lauderdale, FL 33028.

Confirmation Acknowledgement I Agree to the Terms of the Service Agreement Esignature First and Last Name ##FULLNAME## Date/Time Submitted ##DATETIME## IP Address ##IPADDRESS## Email ##EMAILADDRESS## Website URL ##WEBSITEURL##