JUMPCREW, LLC

JumpCrew, LLC (“JumpCrew”), directly and through its applicable DBA and affiliates, including, but not limited to, MyBaseGuide, Marcoa Media, LLC, Marcoa Digital (all such affiliates, together with
JumpCrew, are referred to collectively herein as “Company”), offers customers a range of advertising and marketing products and services (each a “Service” or “Product” and collectively the “Services”).

All such Services are provided in accordance with these Terms and Conditions for Use of Services (“Agreement”).

TERMS OF USE

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. THEY GOVERN YOUR AND/OR YOUR COMPANY’S (“YOUR,” or “YOU”) USE OF SERVICES AND THE COMPANY’S WEBSITES. FOR PURPOSES OF THESE TERMS, THE TERM “WEBSITE” INCLUDES ANY EMBODIMENT OR DERIVATIVE OF THE WEBSITES MADE AVAILABLE BY COMPANY VIA
ELECTRONIC PLATFORM, MOBILE APPLICATION, OR OTHER DIGITAL MEANS. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE WEBSITE AND/OR OR THE
SERVICES, YOU ACKNOWLEDGE THAT YOU ARE RECEIVING A BENEFIT FROM THE COMPANY AND YOU CONSENT TO THE TERMS AS SET FORTH HEREIN AS A CONDITION
OF RECEIVING THE SERVICES AND USING THE WEBSITE. FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE FOLLOWING
TERMS (WITHOUT MODIFICATION), INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS MADE BY THE COMPANY. ADDITIONAL TERMS APPLICABLE TO
YOUR USE OF THE SERVICES WILL BE FURTHER DESCRIBED IN, AND DEEMED EFFECTIVE UPON YOUR EXECUTION OF, A COMPANY ADVERTISING AGREEMENT (an “ADVERTISING
AGREEMENT”) PURSUANT TO WHICH YOU AGREE TO PAY FOR, AND THE COMPANY AGREES TO PROVIDE, CERTAIN SERVICES AS DESCRIBED THEREIN.

1. Payment for Services

1.1. During the Term (as defined below) of this Agreement, You agree to pay Company for all Services performed under this Agreement and the Advertising Agreement. Company will invoice You monthly for the Services performed by Company which include all associated fees and expenses in the amounts set forth on the respective Advertising Agreement (the “Fees”), which shall be paid no later than the payment date(s) set forth in the corresponding Advertising Agreement. You expressly understand and agree to pay the amount set forth in the Advertising Agreement for the delivery of Services by Company. You understand and acknowledge that all amounts owed must be paid on agreed upon date(s), and if no date is set forth in the Advertising Agreement, then payment is due and payable within thirty (30) days of the invoice date. Fees not timely paid shall accrue interest equal to 1.5% of the unpaid Fees per day (or the highest rate permitted by law, if less) until paid in full. In the event that You are in breach of Your contractual obligations, aspects of Your campaign or service (e.g., Waze/ Military Audience Extension) may be paused or terminated, including if timely payment is not received. Paid Fees are not refundable. In the event of nonpayment or late payment of any Fees, and without affecting Your ongoing payment obligations for the Services, Company further reserves the right to suspend or terminate the Services until all Fees and applicable charges are paid in full.

1.2. Payments processed will reflect “MyBaseGuide” or “MBG” on any credit card or banking statements.

1.3. In the event of any failure by you to make payment, you will be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Company in collecting such amounts.

1.4. All payments due hereunder are in U.S. dollars and Fees are exclusive of any sales, use or similar applicable taxes. You agree to pay all applicable sales, use, services, value-added, consumption or other taxes arising, or that become due, in connection with Your purchase of the Services (except for any taxes or fees assessed upon Company’s personal property or net income). All tax amounts will be listed on Your invoice.

1.5. A $50 service charge will apply to all returned checks.

2. Services

2.1. On the corresponding Advertising Agreement, you have elected to retain the Company to provide one of the following sets of Services (each a “Package”): (i) digital promotional content (“Digital Ads”), (ii) other marketing services or products (“Marketing Services,” and together with Digital Ads, hereinafter referred to as “Ads”), or (iii) both Marketing Services and Digital Ads.

2.2. Each Package sets forth parameters for time, frequency, location, and other placement information with respect to your Ads, listings and other inclusions are outlined in the description (“Package Parameters”) on the Advertising Agreement.

2.3. If you elected to purchase a Digital Ad, your Digital Ad will run for a period of six (6) months or one (1) year, subject to your choice of Package and Advertising Agreement Parameters.

2.4. Within seven (7) days of the execution and delivery of the corresponding Advertising Agreement you shall deliver to the Company a draft of your Ads (the “Ad Draft”). Upon receipt thereof, the Company will modify the Ad Draft for the purpose of adapting it to the desired medium. From time to time the Company may provide certain advertisement specifications and you agree to cause all Ad Drafts to conform to such specifications. The Company reserves all rights, but shall have no duty, to determine whether the content submitted for the Ads is acceptable for use on the applicable Websites. The Company shall not have any responsibility or liability for any errors, inaccuracies or inappropriate content in the Ads. The Company may also, in its sole discretion, modify or refuse to publish any Ads that are not functional or compatible with the applicable Websites, that contain or link any Website to any content the Company reasonably deems to be objectionable, that violate any applicable laws, rules or regulations of a governmental body, or that violate the Company’s standards for publication. Your failure to provide an Ad Draft within seven (7) days of the execution and delivery of the corresponding Advertising Agreement shall constitute your authorization for the Company to design and post your Ad (a “Company Designed Ad”) on the applicable website. The Company makes no representations or warranties with respect to the style, design, shape, size, or any other aspect of any Company Designed Ad and you hereby waive your right to, after the posting of any Company Designed Ad, protest the style, design, shape, size, or any other aspect of any Company Designed Ad.

2.5. Within seven (7) days of the execution and delivery of the corresponding Advertising Agreement You shall deliver to the Company a completed Typeform that includes information necessary for Company to begin preparation of the Services, including, but not limited to, intake and contact information, business name, type, and logistical information (the “Typeform”). Upon receipt thereof, the Company will create the advertiser listing. The Company shall not have any responsibility or liability for any errors, inaccuracies or inappropriate content in the listing. The Company may also, in its sole discretion, modify or refuse to publish any listing details that are not functional or compatible with the Websites, that contain or link any Website to any content the Company reasonably deems to be objectionable, that violate any applicable laws, rules or regulations of a governmental body, or that violate the Company’s standards for publication.

2.6. The Company, in its sole discretion, may remove or revise the Websites, including any Website’s content, nature, design and organization, during the Term (as such term is defined in Section 3 “Term” below). If You believe that any such revision materially alters the value of the Ads placed on such Websites, You must notify the Company within fifteen (15) days and provide a reasonably detailed explanation of the adverse impact on the Ad and Company will work with you in good faith to provide a satisfactory substitution for the affected Ad, if necessary. If you do not respond within the foregoing time period, You thereby agree to accept any such revision. Any user or usage data or information collected via the Website or related to the Website shall be the property of the Company. You shall have the right to see and use such information contingent upon the Company Privacy Policy, available at: https://jumpcrew.com/privacy-policy/, which may be changed at the discretion of the Company.

2.7. You should be aware that in general, information sent through the Internet is not secure. Email services that may be provided in connection with the Services generally are not encrypted and do not provide a secure and private means of communication with us. For certain types of Services communications, we may require the use of encryption technologies provided for your protection and/or require you to use your identification information (the “User ID”) and passwords. You are responsible for the confidentiality and use of your User ID, password, and any other information that the Company (or any account portal used to monitor or manage your Services (each, an “Account Portal”)) may request or require, from time to time. If you become aware of any loss, theft or unauthorized use of your User ID, password or any other information used by the Company or in connection with the Account Portal, you must immediately notify the Company.

2.8. Advertising Agreements with an execution date after April 27th, 2020 for 4 Star, 5 Star, and Commander Packages include Waze and are subject to the terms and conditions provided by Google, available at: https://support.google.com/wazeadsstarter/answer/9212102. By using the Services provided under such Advertising Agreement, You agree and accept the Terms and Conditions as provided by Google and You further expressly agree to hold Company harmless from any liability or obligation of any sort for the products and services provided by Waze or Google. All Packages with an execution date after November 1, 2021 include the Military Audience Extension program and are applicable to the same Company Designed Ads terms described in subsection 2.4 of this Section. For clarity, Company is not responsible for any advertising placement on websites that You may find disagreeable. The Company has partnered with hundreds of the largest website domain providers and hosts to give the Company’s commander partners the opportunity to follow and connect with the US military target audience across the internet via such providers. Company does not monitor each of these providers’ content, and in no event is Company responsible for the content displayed on any such provider websites where an Ad has the potential to be displayed.

2.9. You acknowledge and agree that (i) certain Products and Services may involve distribution of Your business content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”),(ii) You agree that all such content shall be subject to the Publishers’ character limits, quality standards, and other applicable content policies and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (iii) Company does not guarantee that any of Your content will be displayed on any Publisher Site, and (iv) the appearance and/or location of any of Your content placement may change at any time.

3. Term

3.1. This Agreement shall be effective on the date of your use of the Services (e.g., when You use or accessing the Website, or by logging into the Company’s portal) or upon the execution and delivery of an Advertising Agreement (in each case, and as applicable, the “Execution Date”) and shall remain in effect for the Term (as defined below) or as long as You use the Services (including the Use of the Website). Except as otherwise set forth in the Advertising Agreement, the Term of the Advertising Agreement will be for a period of either (i) six (6) months, or (ii) one (1) year, in each case, following the Execution Date, depending on which Package You select for the Services to be provided under the Advertising Agreement (the “Initial Term”). Except as otherwise set forth in the Advertising Agreement, following the end of the Initial Term, this Agreement and the Advertising Agreement (as applicable) shall automatically renew for subsequent one (1) year periods (each a “Subsequent Term,” and each Subsequent Term together with the Initial Term hereinafter collectively referred to as the “Term”), unless either party delivers to the other party, not less than thirty (30) days prior to the commencement of any Subsequent Term, notice of its desire for this Agreement not to so renew.

3.2. Notwithstanding anything herein to the contrary, no Services will be rendered by the Company while any payment due to the Company, as set forth on a corresponding Advertising Agreement, remains, to any extent, unpaid (including interest accrued pursuant to Section 1 of this Agreement).

3.3. You authorize the Company, in each Subsequent Term, to reproduce the Services you acquired in the Initial Term (either a Digital Ad, a Marketing Service, or both). In the event of any Subsequent Term, unless otherwise agreed to in writing by the parties, the terms and conditions of this Agreement will apply and control over any such Subsequent Term, provided, however, that at Company’s sole discretion, Fees are subject to the Company’s customary annual increase in Fees of five percent (5%) from the prior Term.

3.4. Any change of ownership or management of Your business will not dissolve the obligations set forth in the Advertising Agreement or this Agreement.

3.5. Company will not be liable for any oral agreements or special arrangements. The only Services provided by Company are as expressly described herein and in the Advertising Agreement.

3.6. Failure to acknowledge, approve or return a completed Typeform will not alter Your obligations or payment terms.

3.7. Cancellation/Termination: Subject to Section 3.1 above, the Advertising Agreement is non-cancellable after it is signed by both parties. Notwithstanding the foregoing or anything herein to the contrary, if You terminate this Agreement for any reason, in addition to all other monies due and payable to Company, You agree to pay as liquidated damages all unpaid portions of the remaining Fees otherwise anticipated and quoted under this Agreement and any Advertising Agreement through the end of the applicable Term (“Termination Fee”). Additionally, Company reserves the right to immediately terminate the Advertising Agreement and stop providing the Services for a material breach of any provision of this Agreement or the Advertising Agreement by You, and in such event, You agree to pay the Termination Fee.

4. Representations and Warranties

4.1. In performing the Services, Company agrees to use reasonable care and supervision of its personnel and conduct its business operations in accordance with applicable laws, rules or regulations (including as relates to intellectual property rights). The Company will make commercially reasonable efforts to keep all Websites where your Digital Ads are featured running without interruption. Notwithstanding the foregoing, you agree that the Website(s) may be inaccessible from time to time for (1) reasons beyond the reasonable control of the Company, including interruption or failure of internet connectivity or any other communication links, network attacks or congestion, failures, interruptions, outages or problems with any software, hardware, system, network facility or other equipment, and (2) for periodic maintenance procedures or upgrades performed by the Company or its agents. When reasonably practicable, the Company will perform all maintenance and upgrades on weekdays outside the hours of 9:00AM to 10:00 PM CT and on weekends.

4.2. You represent and warrant to the Company that:

4.2.1.Your execution and delivery of the corresponding Advertising Agreement, and Your use of the Services (i) are within your power and (ii) have been duly authorized by all necessary actions on your behalf.

4.2.2.All text, graphics, photos, designs, trademarks, hyperlinks and other content comprising the Ads are owned by You or You have permission from the rightful owner to use each of these elements and that such content does not infringe or otherwise violate any third-party intellectual property rights. You further represent and warrant that the Ads do not contain any libelous or slanderous materials, do not invade anyone’s privacy, do not compromise anyone’s personal safety, do not contain or link to any obscenity, pornography or any illicit activities and do not violate any applicable laws, rules or regulations.

5. Disclaimer

Limitation of Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENTS OR OTHER MATERIALS WILL BE DISPLAYED ON THE WEBSITES WITHOUT INTERRUPTION OR ERROR. THE COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY THE COMPANY OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR ANY REASON UNDER ANY THEORY EXCEED THE AMOUNT ACTUALLY PAID TO COMPANY BY YOU UNDER THE CORRESPONDING ADVERTISING AGREEMENT IN CONNECTION WITH THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM.

6. Indemnification

You agree to indemnify, defend and hold harmless the Company, its agents, representatives, members, shareholders, managers and officers from and against any and all losses, damages and costs (including reasonable attorneys’ fees) incurred or suffered on account of or by reason of: (a) any breach or violation by You of any provision of this Agreement, (b) by any act or omission by You, Your agents, representatives, officers, shareholders, members, partners, employees or contractors, (c) actual or alleged infringement of any third party’s intellectual property rights related to content provided by You for the Ads, and (d) any and all actions, suits, proceedings, claims, demands, assessments and judgments incident to the foregoing. This paragraph shall survive termination of the Advertising Agreement and the Term.

7. Confidentiality

7.1. Confidential Information. During the Term, and for a period of three (3) years thereafter (except with respect to trade secrets, which shall be held in confidence for so long as they constitute trade secrets pursuant to applicable law), each party and its affiliates, directors, officers, employees, authorized representatives, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) shall keep confidential all information concerning the other party’s proprietary business procedures, products, services, operations, marketing materials, fees and policies or plans, received or obtained during the negotiation or performance of this Agreement and the Advertising Agreement, whether such information is oral or written, and whether or not labeled as confidential by such Party (collectively, “Confidential Information”), provided however that either party may share Confidential Information of the other party with its officers, employees or representatives as necessary in connection with the performance by that party of its obligations arising hereunder. The receiving party shall safeguard disclosure of Confidential Information to the same extent that the receiving party safeguards its own Confidential Information, but in any case will at minimum use reasonable care. Upon request of the disclosing party, the receiving party will promptly return to the disclosing party or destroy, certifying in writing to the disclosing party the destruction of such, Confidential Information of the disclosing party.

7.2. Exclusions from Definition of Confidential Information. The following information shall not be considered “Confidential Information” for the purposes of this Agreement: information which (i) is or becomes publicly known without any fault of or participation by the receiving party or its representatives; (ii) was in the receiving party’s possession prior to the time it was received from the disclosing Party or came into the receiving party’s possession thereafter, in each case lawfully obtained from a source other than disclosing party or its representatives and not subject to any obligation of confidentiality or restriction on use; (iii) is required to be disclosed by judicial arbitral or governmental order or process or operation of law, in which event the receiving party will, unless prohibited by law, notify the disclosing party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the disclosing party; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

8. Intellectual Property and Data Privacy

8.1. All of the information and content on the Websites including but not limited to all text, graphics, photos, artwork, games, software applications and code, video, audio, telephone calls, online communication and instant messaging, and user interface design, and any downloadable media, whether provided for free or at cost, including but not limited to downloadable content the Company hosts, or communicates, or transmits, whether on social media or via any other means, or any comment the Company makes regarding the social media content of a party other than the Company, (the “Content”) is the property of the Company, or its affiliates, or is being used by the Company with the express permission of a licensor, and is protected by copyright laws throughout the world. You may not modify, reproduce, copy, distribute, transmit, display, publish, download or upload, sell, license, create derivative works of or use any aspect of the Website or its Content for commercial or public purposes or for any other purpose not expressly permitted by this Agreement. Nothing herein shall be construed to restrict the Company’s rights to pursue all remedies available to it hereunder, at law or in equity, against any person for any unauthorized use, or unauthorized facilitation of use by another, of the Content, including, without limitation, a decree of specific performance and/or injunctive relief, and the exercise of any such right by the Company shall not prohibit the Company from seeking to enforce damages pursuant to any other Section hereof or otherwise available under the applicable law. The use of the Content on any other website or in a networked computer environment for any purpose, or any other publication, republication, redistribution or use of the Content, including, without limitation, framing the Content within another site, is expressly prohibited without the prior written consent of the Company which may be withheld at the sole discretion of the Company. All copyright and other proprietary notices on any Content must be retained on any copies made thereof, including all Company trademarks. Any unauthorized reproduction or modification, distribution, or performance of any Content is strictly prohibited. The Company and its licensors reserve all rights not granted in this Agreement. From time to time, the Company may post certain articles to the Websites, which may or may not have been written by the Company. Similarly, from time to time, you may be granted access to, and may access, certain Company blogs, Websites, or communal discussion boards (i.e. message boards, chat-rooms, etc.,) (“Supplemental Content”). This Supplemental Content shall be considered Content for the purpose of this Agreement.

8.2. All trademarks, logos, URLs and domain names and service marks (each a “Mark” and collectively the “Marks“), registered or not, displayed on the Websites, are property of the Company or are otherwise the property of third parties. You are not permitted to use, copy, download, display, transmit or modify any of these Marks in any way without the prior written consent of the rightful owner of the Mark, whether the rightful owner be the Company or a third party. You may not include the Company name, any Mark or any variation of the foregoing, as a metatag, hidden textual element, or any other indicator that may create an impression of affiliation, sponsorship, endorsement or any other relationship between you and the Website or the Company.

8.3. Company shall use commercially reasonable efforts to (i) maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Services and the confidentiality of Your or Your customers’ personal information or data (“Customer Data”) from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss,

misuse, or damage in accordance with its Privacy Policy, available at: https://jumpcrew.com/privacy-policy/ (the terms and conditions of such policies are fully incorporated into this Agreement by reference herein), and Company shall ensure that all such safeguards, including the manner in which Customer Data is accessed, received, used, stored, processed, disposed of, and disclosed, comply with applicable data protection laws and regulations, as well as the terms and conditions of this Agreement; and (ii) access and use the Customer Data solely to perform its obligations in accordance with this Agreement and as otherwise expressly permitted in the Advertising Agreement (collectively, “Security Program”). Company shall at its own expense use commercially reasonable efforts to contain and remedy any Security Breach (as defined in the Data Protection Policy, available at: https://jumpcrew.com/privacy-policy/) to the extent that the remediation is within Company’s reasonable control, including to comply with all applicable laws. During the Term, Company will maintain commercially reasonable insurance coverage that will include, at a minimum, technology errors and omissions and/or cyber liability insurance including both first and third party coverage with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate.

9. Miscellaneous

9.1. Governing Law. These Terms shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to principles of conflicts of laws. Venue for any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

9.2. Dispute Resolution. All disputes, claims, and controversies between the parties arising out of or related to this Agreement and the Services, including, without limitation, any claim of misrepresentation, breach, or non-performance, shall be resolved in the following manner: the aggrieved party shall provide notice to the other party, setting forth the nature of the dispute with reasonable detail; within thirty (30) days of receipt of notice of the dispute, the parties’ authorized representatives shall meet in person or via telephone to reach an agreement as to the nature of the dispute and the appropriate corrective action; the parties shall have sixty (60) days, or more if mutually agreed in writing, from receipt of notice of the dispute to resolve the dispute. Neither party may commence legal suit, action, or proceeding arising out of this Agreement unless the parties have first complied with informal dispute resolution procedures of this Section, or if these procedures are waived by all parties. Notwithstanding the foregoing, this clause shall not preclude the parties from seeking provisional remedies from a court of appropriate jurisdiction. Failure of a Party to fulfill its obligations in this Section, including failure to timely respond to notice, shall be deemed a waiver for purposes of this Section.

9.3. Force Majeure. Company shall not be liable, nor be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any term set forth herein, except for any obligations to make payments, when and to the extent such failure or delay is caused by or results from acts beyond the Company’s control, including, but not limited to, acts of God (including, without limitation, pandemics, epidemics, and other public health crises), labor disputes, force majeure events (including, flood, fire, or explosion), action by any governmental authority, necessity, mechanical or electrical failure or interruption or omission of the display of any Ads to be displayed pursuant to this Agreement (each, a “Force Majeure Event”); provided that, upon the occurrence of a Force Majeure Event, Company will use commercially reasonable efforts to recommence performance as soon as possible, and in such Force Majeure Event, the Company may suggest a substitute time period for display of the interrupted or omitted advertisements.

9.4. Conflict. In the event of any conflict between this Agreement and the corresponding Advertising Agreement, the language of this Agreement shall take precedent unless otherwise expressly set forth herein or therein.

9.5. Assignment. Your rights, interests and obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, without the prior written consent of the Company.

9.6. Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

9.7. Severability of the Terms. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If a court or arbitrator holds any such provision to be invalid or unenforceable, the adjudicating entity shall replace that provision with a provision that is valid and enforceable, and most nearly reflects the intent of the original provision.

9.8. No Third-Party Beneficiaries. Except as stated herein, this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than you and the Company.

9.9. Independent Contractors: The parties are independent contractors, and do not intend to create a relationship of partners, joint venturers, or any other association for profit between them. Except as expressly provided herein, each party shall bear all the costs and expenses associated with performing its obligations hereunder.

9.10. Mutual Non-Disparagement. Each party agrees not to directly or indirectly take, support, encourage or participate in any action or attempted action which in any way would damage the reputation or business relationships of the other party. Each party further agrees not to make, or to direct any employees, affiliates, or agents to make any disparaging remarks regarding the other party at any time. This Section will survive termination.

9.11. Assignment. Company may assign its rights and/or obligations hereunder: (a) to any subsidiary, parent company or affiliate of company; (b) pursuant to any sale or transfer of substantially all of its assets; or (c) pursuant to any financing, merger or reorganization.

9.12. Modification and Waiver. No modification of this Agreement or any Advertising Agreement and no waiver of any breach of this Agreement or any Advertising Agreement will be effective unless in writing and signed by an authorized representative of each party. No waiver of any breach of this Agreement or any Advertising Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement or any Advertising Agreement.

9.13. Entire Agreement. These Terms and the Advertising Agreement contain the entire agreement between the parties, and supersedes all prior and collateral representations, promises, and agreements in connection with the subject matter hereof. Any representation, promise, or agreement not incorporated in this Agreement or the Advertising Agreement shall not be binding on either party.

9.14. Notice. All notices, consents, and similar communications to any party shall be deemed to be sufficient if in writing, delivered in person, by facsimile, electronic mail, an overnight courier, first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party: