Reputation.com Service Agreement

^{German Version for informational purposes only, the English version is the only enforceable Contract, irrespective of the Customer and/or its user'(s’) location(s).}

This Reputation.com Service Agreement (“Agreement”) is between Reputation and the Customer, each a “Party” and together the “Parties.” This Agreement governs Customer’s access and use of the Services and is a legally binding and enforceable contract. By purchasing, using, or accessing any Service, Customer acknowledges it has read, understands and agrees to be bound by the Agreement, including any documents and policies that are incorporated herein by reference. The individual accepting the Agreement on behalf of Customer represents that s/he has the authority to bind such entity to the Agreement.

1. DEFINITIONS
   1. “Beta Service” means any Service (or portion of a Service) or Service Software that Reputation identifies as beta, pre-release, early access, preview or the like, and that is made available to Customer during the Subscription Term, or such other term as identified by Reputation, but not made generally available for use.
   2. “Confidential Information” means any non-public, confidential, or proprietary information of the disclosing Party that is clearly marked confidential or reasonably should be understood as confidential given the nature of the information and the circumstances of the disclosure. Confidential information shall include, without limitation, trade secrets, procedures, technical product information, product designs, techniques, methods, or strategies used in connection with the Services, usernames, passwords, and other login information, pricing information, and the terms of this Agreement.
   3. “Customer” means the company or legal entity identified in the applicable Order Form.
   4. “Customer Content” means all information, data, including Personal Data, non-Reputation or third-party applications, and any other content, communications or material, in any format, provided or made accessible by Customer or User to Reputation in connection with the Services under this Agreement.
   5. “Documentation” means the documentation provided or made available by Reputation to Customer relating to the Services.
   6. “Order Form” means an ordering document issued by Reputation that specifies Customer’s purchase of a Service and related information, including but not limited to the Service Entitlement, and access and use details for the Service.
   7. “Partner” means a reseller, distributor, or other independent third party from which Customer purchases a subscription to the Service.
   8. “Personal Data” means any information relating to an identified or identifiable individual or that is otherwise defined as “personal data,” “personal information,” or “personally identifiable information” under applicable data protection laws.
   9. “Reputation” means the Reputation entity referenced on the applicable Order Form.
   10. “Reputation Materials” means (i) all Reputation proprietary materials, any written or printed summaries, analyses or reports generated in connection with a Service, including written reports that are created for Customer in the course of providing a Service, and (ii) data generated by Reputation in the course of providing a Service to Customer (but excluding Customer Content).
   11. “Sanctions and Export Control Laws” means any law, regulation, statute, prohibition, or similar measure applicable to the Service and/or to either Party relating to the adoption, application, implementation, and enforcement of economic sanctions, export controls, trade embargoes, or any other restrictive measures, including, but not limited to, those administered and enforced by the European Union, the United Kingdom, and the United States, which shall be considered applicable to the Service.
   12. “Service” means Reputation’s cloud-based reputation experience management platform and individual modules and features, including, Beta Service, Trial Service, or Free Service, that Customer is authorized to access and use pursuant to the Agreement, any professional services, applicable support and maintenance services, and associated Service Software and Documentation.
   13. “Service Description” means Reputation’s description of the Services, available at https://www.reputation.com/product-offering-details/.
   14. “Service Entitlement” means the quantity of units of the Service that Customer has purchased and the associated Subscription Term, each as set forth on the applicable Order Form.
   15. “Service Software” means any software, application, feature, or tool made available by Reputation for Customer’s use, including any updates and upgrades.
   16. “Subscription Term” means the term of Customer’s authorized access and use of the Service, as set forth in an applicable Order Form, and including any renewal period(s).
   17. “Trial Service” has the meaning set forth in Section 2.5 below.
   18. “Usage Data” means any and all data collected or generated by Reputation in connection with the Service, including without limitation, any information related to Reputation’s platform, network monitoring, how Users use the Service, and analysis.
   19. “User” means individuals authorized by Customer to access the Service in accordance with the terms and conditions of this Agreement.
2. SERVICE USE AND RESTRICTIONS
   1. Right to Access and Use. Reputation grants Customer a nonexclusive, non-transferable limited right to access and use the Services listed in the Order Form during the applicable Subscription Term solely for Customer’s business purposes and subject to the terms of the Agreement. Customer may permit its Users to use the Service in accordance with this Agreement, provided that Customer remains fully responsible and liable for their use of the Service and compliance with the terms and conditions of this Agreement.
   2. Use Level. The Service Entitlements form the applicable Customer use level (“Use Level”). Customer may access and use the Service in accordance with the applicable Use Level, and may not exceed the Use Level at any time. Customer’s use and access of the Service in excess of its Service Entitlement may result in degraded, incomplete or failed Service delivery. If Customer wishes to increase its Service Entitlement, it must first purchase the corresponding additional Service Entitlement. Notwithstanding the foregoing, if Customer exceeds its Service Entitlement, Customer will pay any invoice for such excess use issued by Reputation or a Partner in accordance with Section 11.1, based upon the then current price for the applicable Service(s).
   3. Restrictions.  Except as specifically permitted in this Agreement, Customer may not (and shall not allow a User, or third party to): (a) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights to, or usage of, all or any portion of the Service, or provide the Service on a timesharing, services bureau, or other similar basis; (b) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, any part of the Service; (c) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (d) attempt to gain unauthorized access to the Service; (e) attempt to disrupt, degrade, impair, or violate the integrity, security, or performance of the Service, including, without limitation, by executing any form of network monitoring; (f) use the Service to store, transmit, or propagate any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (g) take any action that imposes or may impose an unreasonable or disproportionately large load on Reputation’s infrastructure, as determined by Reputation in its sole discretion; (h) disable or circumvent any monitoring or billing mechanism related to the Service; or (i) access or use the Service in a manner that violates applicable law or regulation, infringes third party rights, or violates the terms and conditions of this Agreement.
   4. Service Software. If Reputation provides Service Software, Customer may use it only: (a) during the Subscription Term, and (b) in compliance with this Agreement.
   5. Trial Services, Beta Services and Free Services.
      1. If Reputation permits Customer to conduct a free trial or evaluation of a Service (“Trial Service”), Customer may access and use the Trial Service for thirty (30) days or such other duration specified by Reputation in writing.
      2. From time to time, Reputation may invite Customer to try a Beta Service, for a period specified by Reputation and at no charge, which Customer may accept or decline in Customer’s sole discretion. Customer will comply with testing guidelines that Reputation provides in connection with Customer’s use of a Beta Service and will make reasonable efforts to provide Feedback in accordance with Section 9.3. Reputation may discontinue a Beta Service at any time in its sole discretion and may not make it generally available. Beta Services are provided for internal testing and evaluation solely for Reputation’s and Customer’s own internal business purposes.
      3. Reputation may make certain Services, or portions of certain Services, available free of charge (“Free Service”). Free Service excludes free periods of a Service that also accompany paid periods of a Service (i.e. purchase incentive), as may be included on an Order Form. Customer’s right to access and use Free Services, Trial Services or Beta Services is not guaranteed for any period of time and Reputation reserves the right, in its sole discretion, to: (i) limit or terminate Customer’s use of such Services; or (ii) reduce, change, or deprecate the functionality of such Services.
      4. TRIAL SERVICES, BETA SERVICES, AND FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY SUPPORT, INDEMNITY, LIABILITY OR REMEDY OF ANY KIND. TO THE EXTENT ALLOWED BY APPLICABLE LAW, REPUTATION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF TRIAL SERVICES, BETA SERVICES OR FREE SERVICES.
      5. Trial Services, Beta Services, and Free Services are subject to any other terms and conditions applicable to the Trial Services, Beta Services, and Free Services.
      6. The terms of this Section 2.5 apply, and prevail over any conflicting terms in this Agreement, with respect to all access and use of Trial Services, Beta Services or Free Services.
   6. Customer Cooperation. Customer will provide reasonable, diligent and good faith cooperation to Reputation in order to deploy and perform the Services. Such cooperation shall include, but not be limited to: (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Reputation to perform its obligations under the Agreement; (b) timely delivering data, review, social and listing site credentials (where required), business listings location data and other required materials (if Business Listings is purchased); and (c) timely responding to Reputation’s reasonable requests for other such information or assistance as required to perform the Services.
   7. Third Party Services. The Service may enable or require Customer to associate its Service account with, link to, or otherwise access, third parties’ websites, platforms, content, products, services, or information (“Third Party Services”). Third Party Services are not part of the Service, and Reputation does not control and is not responsible for the Third Party Services. Customer is solely responsible for: (a) obtaining and complying with any terms of access and use of the Third Party Services, including any separate fees or charges imposed by the provider of the Third Party Services; and (b) configuring the Third Party Services appropriately. Reputation disclaims all responsibility and liability arising from or related to Customer’s access or use of the Third Party Services, including any impact on Service capabilities as a result of Customer’s use of, or reliance upon, the Third Party Services.
3. CUSTOMER OBLIGATIONS
   1. Access and Use. Customer is solely responsible for: (a) accessing and using the Service in accordance with the Documentation; (b) determining the suitability of the Service for Customer’s business purposes; (c) configuring the Service appropriately; (d) complying with any laws, regulations, Third Party Services terms and conditions, U.S. Federal Trade Commission (and corresponding state-issued) guidelines, and industry standards (including, without limitation, export control, consumer protection, data protection, and privacy) applicable to Customer Content and Customer’s use of the Service; (e) Customer’s and Users’ access and use of the Service; (f) all activity occurring under Customer’s Service and support accounts, including the rights and privileges Customer grants to Users and any activity undertaken or decision made by Users regarding Service delivery; (g) providing all reasonable information and assistance required for Reputation to deliver the Service or enable Customer’s or Users’ access and use of the Service; (h) using reasonable means to protect the account information and access credentials (including passwords and devices or information used for multi-factor authentication purposes) used by Customer and Users to access the Service; and (i) promptly notifying Reputation of any unauthorized account use or other suspected security breach, or unauthorized use, copying, or distribution of the Service or Customer Content.
   2. Instructions to Reputation Employees. Customer has sole, full, and complete responsibility for any action (or inaction) undertaken (or not taken) by any Reputation employee if such action/inaction is at the request or instruction of, directed by, ordered by, suggested by, or otherwise executed at the behest of Customer. Reputation disclaims all representations, warranties, and indemnifications for any such Customer-directed action. Customer represents and warrants that any Customer-directed action(s) it instructs Reputation employees to execute will fully comply with all relevant laws, regulations, guidelines, industry standards, and Third Party Services terms and conditions.
   3. Accuracy of Information. Customer agrees to provide complete and accurate Customer information and User identification information in connection with access and use of the Service, including but not limited to providing reasonable Customer and User contact details and information upon Reputation or Partner’s request.
4. CUSTOMER CONTENT
   1. Customer Content. Customer is solely responsible for all Customer Content, including but not limited to its accuracy, quality, and legality. Customer represents and warrants that it: (a) has the legal rights to provide Customer Content to Reputation; (b) has provided any required notices and has obtained any required consents and/or authorizations (including any required from Users and third party users of Customer) related to its access and use of the Service and the processing of and access to Customer Content by Reputation; and (c) will comply with all applicable laws and regulations for collecting and processing Customer Content, and transferring Customer Content to Reputation. Customer is responsible for taking and maintaining appropriate steps to protect the confidentiality, integrity, and security of Customer Content, including but not limited to: (i) controlling access that Customer provides to Users; and (ii) backing up Customer Content.
   2. Use of Customer Content by Reputation.  Customer grants Reputation a non-exclusive, worldwide, royalty-free license to access and use the Customer Content to perform the Services and its obligations under this Agreement.
   3. Content Restrictions. If Customer’s access and use of the Service requires Customer to comply with industry-specific data security or data protection obligations, Customer is solely responsible for such compliance. Customer may not use the Service in any manner that could subject Reputation to those industry-specific regulations without obtaining Reputation’s prior written agreement, to be granted or withheld at Reputation’s sole discretion.
   4. Usage Data. Customer acknowledges and agrees that in the course of providing the Service, Reputation may collect, access, use, process, transmit, or store Usage Data for: (a) product improvement; (b) research and development purposes; and (c) deriving statistical data. Reputation shall retain all intellectual property and other rights in such Usage Data.
5. DATA PROTECTION AND PRIVACY
   Reputation will process Customer Personal Data as necessary to provide the Services in a manner consistent with this Agreement and, to the extent applicable, the Data Processing Addendum located at (https://reputation.com/reputation-data-processing-addendum/). The way Reputation processes Personal Data is addressed in the Privacy Notice located at (https://reputation.com/privacy-notice/). Both Parties will comply with their respective obligations under any and all applicable data protection legislation.
6. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
   In the event Reputation is considered a Business Associate of Customer under the Health Insurance Portability and Accountability Act, the Business Associate Addendum located at (https://reputation.com/legal-information/hipaa-business-associate-agreement-terms-and-conditions/) is incorporated by reference into this Agreement if the provision of Service constitutes any “access” by Reputation of any “Protected Health Information” (PHI).
7. CONFIDENTIALITY
   1. Confidentiality. Each Party acknowledges that it (“Receiving Party”) may obtain access to Confidential Information of the other Party (“Disclosing Party”) in connection with this Agreement. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care). The Receiving Party agrees to (i) not use any Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement, and (ii) restrict dissemination of Confidential Information only to individuals or third parties with a “need to know” such information and who are under a substantially similar duty of confidentiality. A Receiving Party may disclose the Disclosing Party’s Confidential Information in any legal proceeding or as required as a matter of applicable law or regulation (such as in response to a subpoena, warrant, court order, governmental request, or other legal process); provided, however, that to the extent permitted by applicable law, the Receiving Party will (1) promptly notify the Disclosing Party before disclosing the Disclosing Party’s Confidential Information; (2) reasonably cooperate with and assist the Disclosing Party, at the Disclosing Party’s expense, in any efforts by the Disclosing Party to contest the disclosure; and (3) disclose only that portion of the Disclosing Party’s Confidential Information that is legally required to be disclosed. 
   2. Confidentiality exclusions. Notwithstanding the obligations in Section 7.1, a Disclosing Party’s Confidential Information will not include information that: (i) is or becomes a part of the public domain through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure by the Disclosing Party and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (v) is approved for disclosure with the prior, written approval of the Disclosing Party.
   3. Protection of Confidential Information. The Parties each agree to collect, store, and use all Confidential Information provided to it or obtained by it as a result of this Agreement, in a manner that: (i) protects the security, confidentiality and integrity of the Confidential Information; (ii) ensures against reasonably anticipated threats or hazards to the security or integrity of the Confidential Information; and (iii) protects against unauthorized access to or use of the Confidential Information that could result in harm or inconvenience to the other Party. Each Party shall use at least the same degree of care in protecting the Confidential Information as the Party uses to protect its own Confidential Information of like kind (but in no event less than reasonable care). The Parties agree that Confidential Information shall not be used for any purpose outside the scope of this Agreement and that neither Party shall disclose any Confidential Information to any third party without the other Party’s prior written consent other than to: (i) its legal counsel, accountants, or auditors; or (ii) as required by law.
8. TRAINING AND SUPPORT
   1. Basic Training. Reputation will provide to Customer basic product training of the Services. The training will be provided via Rep Academy, our online learning portal designed for self-guided and self-paced platform education. Rep Academy consists of on-demand courses, videos, and guides, and is accessible upon logging into the Reputation platform. All training materials will be available in English. Supplemental or enhanced training may be purchased separately.
   2. Maintenance. Reputation shall maintain the Services as necessary to ensure the proper delivery of the Services. All licenses include bug fixes, patches and new version releases.
   3. Technical Support. Technical support is available based on Customer’s region, as set forth below:
      1. United States, North and South America, Australia, and Rest of World. For customers located in the United States, North and South America, Australia, and any other jurisdictions not covered by the region-specific terms below (Rest of World), the following terms apply: Technical Support is available by email via support@reputation.com. Technical Support hours are from 6:00 a.m. and 6:00 p.m. Mountain Standard Time Monday through Friday, except for National holidays. Additional technical support packages may be available for an additional fee.
      2. United Kingdom and Rest of Europe. For customers located in the United Kingdom and European countries not covered by other region-specific terms above, the following terms apply: Technical Support is available by email via uksupport@reputation.com. Customer Support hours are from 9:00 a.m. and 5:30 p.m. GMT, Monday through Friday, except for Bank Holidays.
      3. Germany (“DACH”). For customers located in DACH, the following terms apply: Technical Support is available by email via dachsupport@reputation.com. Customer Support hours are from 9:00 a.m. and 5:30 p.m. CET, Monday through Friday, except for Bank Holidays.
9. OWNERSHIP RIGHTS
   1. Customer Ownership. Except as otherwise expressly provided in this Agreement, as between Reputation and Customer, Customer retains all right, title, and interest in and to Customer Content.
   2. Reputation Ownership. As between Reputation and Customer, Reputation retains all right, title, and interest, including all intellectual property rights, in and to the Services, including any modifications, improvement, enhancements, derivative works made thereto, patents, copyrights, trade secrets, and trademarks. Reputation reserves all rights in and to the Service that are not expressly granted under this Agreement. During the Agreement term, Reputation grants to Customer a limited, non-exclusive license to use such Reputation Materials solely for Customer to receive the Service and for Customer’s own internal information security purposes.
   3. Feedback. Customer or Users may provide suggestions, enhancement or feature requests, or other feedback to Reputation with respect to the Service (“Feedback”). If Customer or Users provide Feedback, Reputation may use the Feedback without restriction and without paying any compensation to Customer or Users, and Customer on its own behalf and on behalf of Users hereby irrevocably assigns to Reputation all intellectual property and other rights in and to such Feedback.
10. MODIFICATIONS
    1. Product Modifications. Reputation may modify or update the Service from time to time without materially reducing or degrading its overall functionality.  Reputation continues to innovate and develop its Services and reserves the right from time-to-time to make modifications to the Services and/or to particular components of the Services in order to improve the Services and/or to address changes made by third party sites within the review, social and listings ecosystem, including, but not limited to, making changes to the particular third party review, social and/or listing sites that the Services monitor and/or manage and that are included within the Services. Reputation does not warrant or promise that any specific third-party review, social media and/or business-listing site will be included within the scope of the Services. Reputation will use commercially reasonable efforts to notify Customer of any material modifications to its Services via in-platform notifications.
    2. Agreement Modifications.
       1. Reputation may modify the terms of this Agreement from time to time by posting a modified version on (https://reputation.com/legal-information/). Unless otherwise noted by Reputation all modifications will become effective upon commencement of Customer’s next Subscription Term. If Reputation makes any material change to the Agreement that will become effective upon an earlier date (“Immediate Modification”), Reputation will notify Customers in accordance with Section 15.2 (Notice).
       2. In the event of an Immediate Modification, except where required by law, regulation, court order, or guidance issued by a government regulator, Customer will have the right to terminate the Agreement within thirty (30) days of the date of Reputation’s Immediate Modification notice if Customer objects to such Immediate Modification, and the termination will be effective at the end of the thirty (30) day period.  Customer’s or a User’s continued access and use of the Service following thirty (30) days after the date of the Immediate Modification notice will constitute Customer’s acceptance of the Immediate Modification and updated Agreement. If Customer terminates the Agreement as provided in this paragraph, Reputation will provide or authorize a pro rata refund of the fees paid by Customer to Reputation or the Partner, respectively, for the remainder of the applicable Subscription Term.  Customer will be responsible for all fees incurred prior to the effective date of termination.
11. FEES AND PAYMENT
    1. Fees and Taxes. If Customer is purchasing a subscription to access and use the Service from a Partner, all provisions related to fees, taxes, and payment terms will be exclusively between the Partner and Customer. Otherwise, Customer will pay Reputation all fees for access and use of the Service within thirty (30) days of the invoice date (in the currency and via the payment method specified on the invoice), unless otherwise noted in the Order Form. All fees are exclusive of value added tax and any other federal, state, municipal, or other governmental taxes, duties, licenses, fees, exercises, or tariffs, and Customer is responsible for paying any applicable taxes assessed based on Customer’s purchases under this Agreement. Reputation reserves the right to revise fees for each Service at the end of its Subscription Term and/or Renewal Term (as defined further below) and will use reasonable efforts to notify Customer prior to such date, provided that notification by email shall be sufficient.
    2. Telecommunication Carrier Fees. If Customer purchases a subscription to a Service that includes, as part of the Service, texting and/or text-based features (e.g. short message service ‘SMS’, multimedia message service ‘MMS’, and/or similar), Reputation reserves the right to pass associated telecommunication carrier 10-digit long code ‘10DLC’ (or similar) fees on to Customer which Customer agrees Reputation may invoice and collect from Customer.
    3. Late Fees. If any payment is not received by its due date, Reputation reserves the right to assess interest on the overdue amount at the rate of 3.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
    4. Suspension of Service and Acceleration. If any amount owed by Customer under this Agreement is thirty (30) or more days overdue, Reputation may, without limiting other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and may suspend Services until all such amounts are paid in full. Reputation will provide at least ten (10) days’ prior notice that Customer’s account is overdue before suspending Services.
    5. Service Monitoring. Customer acknowledges that Reputation continuously monitors the Service to: (a) track usage and Service Entitlement, (b) provide support, (c) monitor the performance, integrity, and stability of the Service’s infrastructure, (d) prevent or remediate technical issues, and (e) detect and address illegal acts or violations of Section 2.3 (Restrictions).
12. TERM AND TERMINATION
    1. Term. The Term of this Agreement shall be stated in an Order Form and this Agreement will remain in effect until the expiration of the applicable Subscription Term, and all Renewal Term(s) (as defined below) thereof.
    2. Renewal. Unless otherwise stated in an applicable Order Form, each Subscription Term shall automatically renew for successive terms equal in duration to the preceding Subscription Term (each a “Renewal Term”) unless either Party provides written notice to the other Party of its election to terminate the Subscription Term (or Renewal Term, as it may be) at least thirty (30) days prior to the end of the then-current term.
    3. Termination. Either Party may terminate this Agreement and any then-current applicable Order Form if the other Party materially breaches its obligations hereunder and does not cure the breach within thirty (30) days after receipt of written notice of the breach. In addition, Reputation may immediately suspend Customer’s or User’s access and use of the Service, or portions of the Service, if: (a) Reputation believes there is a significant threat to the functionality, security, integrity, or availability of the Service to Customer or to other customers; (b) Customer accesses or uses the Service in violation of Section 2.3 (Restrictions); (c) Customer fails to comply with its obligations under Section 3 (Customer Obligations); (d) Customer fails to pay the fee for access and use of the Service to Reputation in accordance with the agreed payment terms; or (e) Reputation reasonably believes that  Customer is violating or has violated Sanctions and Export Control Laws and/or the provisions of Section 14.2 (Export Compliance) in connection with access and use of the Service. When reasonably practicable and lawfully permitted, Reputation will provide Customer with advance notice of any such Service suspension. Reputation will use reasonable efforts to re-establish the Service promptly after it determines that the issue causing the suspension has been resolved. Any Service suspension under this Section shall not excuse Customer’s payment obligations under this Agreement.
    4. Effect of Termination. Upon termination or expiration of this Agreement: (a) all Customer rights under this Agreement relating to the Service will immediately terminate; (b) Customer is no longer authorized to access the Service or Customer’s account; and (c) Customer must promptly destroy all copies of Service Software within Customer’s control. Upon any termination by Customer for Reputation’s uncured material breach of the Agreement, Reputation will provide or authorize a pro rata refund of the fees paid by Customer to Reputation or the Partner, respectively, for the remainder of the applicable Subscription Term. Upon any termination by Reputation for Customer’s uncured material breach of the Agreement, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term.
    5. Customer Content upon Termination. Customer acknowledges and agrees that after termination or expiration of this Agreement, Reputation has no obligation to Customer to retain Customer Content, which may thereafter be permanently deleted by Reputation.
13. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
    1. Warranties. Each Party warrants to the other Party that it has the requisite authority to enter into this Agreement. Reputation warrants that, during the Subscription Term, it will provide the Service using commercially reasonable skill and care, and the Service will materially conform to the Service Description. Customer’s sole and exclusive remedy for Reputation’s breach of the foregoing warranty is, at Reputation’s option, either (i) repair or replacement of the Service, or (ii) a pro rata refund of the fees paid to Reputation or a Partner for a period in which Reputation was in breach of the foregoing warranty. This warranty is conditioned upon Customer: (a) providing Reputation prompt written notice of the Service’s non-conformity, and (b) using the Service in compliance with this Agreement. Customer agrees that its purchases are not contingent on the delivery of any new future functionality or new features, or dependent on any oral or written public comments made by Reputation regarding future functionality or new features.
    2. Google Seller Ratings Disclaimer. If Customer is purchasing any Google Seller Rating Service, then this disclaimer applies. Customer understands that the achievement of Seller Ratings on Google is entirely dependent upon the receipt by Google of a required number of brand and/or location level reviews during a twelve-month period that meet a minimum star rating threshold (subject to change at any time by the discretion of Google, but currently 100 reviews received within the prior twelve-months with a composite rating of at least 3.5 stars). Reputation cannot warrant or promise that such thresholds can be met and/or that Seller Ratings will be achieved for any specific domain.
    3. Warranty Disclaimers. EXCEPT AS EXPRESSLY STATED IN SECTION 13.1, TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND REPUTATION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE SERVICE. REPUTATION MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICE: (A) WILL BE UNINTERRUPTED, COMPLETELY SECURE, ERROR-FREE, FAILSAFE, OR FREE OF VIRUSES; (B) WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS OR OPERATE WITH CUSTOMER’S CURRENT SYSTEMS; OR (C) WILL IDENTIFY OR REMEDIATE ALL THREATS OR INDICATORS OF COMPROMISE. REPUTATION IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICE THAT MAY ARISE FROM CUSTOMER CONTENT, THIRD PARTY SERVICES, OR ANY OTHER SERVICES PROVIDED BY THIRD PARTIES.  REPUTATION DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET, NETWORKS, OR SYSTEMS OUTSIDE REPUTATION’S CONTROL. ANY THIRD-PARTY REVIEW OR LISTINGS SITES AND SYSTEMS EACH HAVE PROCESSING TIMES AND INTERNAL VERIFICATION PROCEDURES THAT MAY IMPACT HOW QUICKLY SOME INFORMATION IS UPDATED AND THAT DELAYS MAY OCCUR ON UPDATES TO THIRD PARTY SITES DUE TO THE INTERNAL OPERATIONAL PROCESSES, ERRORS, AND BUGS OF THOSE SITES.
    4. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY EVER BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, OR CLAIM FOR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF REPUTATION OR ITS AFFILIATES FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO REPUTATION OR THE PARTNER, AS APPLICABLE, UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE LIMITATIONS IN THIS SECTION 13.4 APPLY (A) WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE, OR OTHERWISE, AND (B) NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
14. EXPORT COMPLIANCE; COMPLIANCE WITH LAWS
    1. Export Compliance. The Services, other technology that Reputation may make available, and derivatives thereof may be subject to Sanctions and Export Control Laws (as defined below) and regulations of the United States and other jurisdictions. Customer represents that neither it nor any party that owns or controls or is owned or controlled by Customer is named on any sanctions or restricted party lists maintained by the U.S. government or any other government of a jurisdiction in which the Customer conducts business. Customer further represents and warrants that it will not, directly or indirectly, export, re-export, transfer, or otherwise make available (a) the Services, or (b) any data, information, software programs and/or materials resulting from the Services (or direct product thereof) to any country, region, or person in violation of, or for purposes prohibited by Sanctions and Export Control Laws. For purposes of this section, “Sanctions and Export Control Laws” means any law, regulation, statute, prohibition, or similar measure applicable to the Services and/or to either Party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures, including, but not limited to, those administered and enforced by the European Union, the United Kingdom, and the United States, each of which shall be considered applicable to the Services.
    2. Compliance with Laws. Each Party agrees to comply with all laws applicable to the actions and obligations contemplated by this Agreement. Each Party warrants that, during the term of this Agreement, neither Party nor any of its officers, employees, agents, representatives, contractors, subcontractors, intermediaries, or any other person or entity acting on its behalf has taken or will take any action, directly or indirectly, that contravenes (a) the United Kingdom Bribery Act 2010, (b) the United States Foreign Corrupt Practices Act 1977, or (c) any other applicable anti-bribery laws or regulations anywhere in the world.
15. GENERAL
    1. Assignment. Customer may not sublicense, assign, or transfer its rights or obligations under this Agreement without Reputation’s prior written consent. Reputation may, in its sole discretion, assign, novate, subcontract, or otherwise transfer any and/or all of its rights or obligations hereunder.
    2. Notices. Reputation may provide Customer with notice (a) if applicable to the Service, by means of a general notice on the Reputation platform or on the Reputation website, and (b) if specific to the Customer, by electronic mail to the e-mail address in Reputation’s records. All notices to Reputation concerning this Agreement should be sent to legalnotices@reputation.com.
    3. Force Majeure. Reputation shall be excused from performance hereunder to the extent that its performance is prevented, delayed or obstructed by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, Internet, or telecommunication outage that is not caused by Reputation; government; other event outside the reasonable control of Reputation. In such event, both Parties will use reasonable efforts to mitigate the effect of a force majeure event.
    4. Publicity. Customer hereby acknowledges and agrees that Reputation may use Customer’s name and logo for the purposes of identifying Customer as a Reputation customer.
    5. Waiver. No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
    6. Governing Law, Jurisdiction. Governing law and jurisdiction terms are set out based on the regions below:
       1. US, North and South America, Australia, and Rest of World. For customers located in the United States, North and South America, Australia, and any other jurisdiction not covered by the region-specific terms below (Rest of World), the following terms apply:
          
          This Agreement is governed by the laws of the State of California and the United States, without regard to its choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement are the state courts located in Santa Clara County, California or the United States District for the Northern District of California, and both Parties submit to the personal jurisdiction of these courts. The Parties waive any right to a jury trial in any litigation arising out of or relating to this Agreement or the Service.
       2. UK, Germany and Rest of Europe. For customers located in the United Kingdom and European countries not covered by other region-specific terms above, the following terms apply:
          
          This Agreement is governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction and venue of courts located in England.
    7. Independent Parties. Reputation and Customer are independent contractors, and nothing in this Agreement will create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party has the authority to act in the name or on behalf of or otherwise to bind the other Party.
    8. Severability. If any provision of this Agreement is found by any competent court to be unenforceable or invalid; that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
    9. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.
    10. Entire Agreement. If Reputation and Customer have signed a separate written agreement covering access and use of the Service, the terms of such signed agreement will take precedence over any conflicting terms of this Agreement. Otherwise, this Agreement, the Service Description (where applicable), the Order Form, and the documents and policies referenced herein constitute the entire agreement between the Parties with respect to the Service and supersede all prior or contemporaneous oral or written communications, agreements, or representations with respect to the Service. If there are any inconsistencies between the English language version of this Agreement and any translated version, the English language version shall prevail.