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Terms of Service

Last updated: July 2026

IF YOU AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (“LICENSE”), AND YOU ARE ACCEPTING ON BEHALF OF YOUR COMPANY OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL BINDING AUTHORITY TO THE COMPANY OR APPLICABLE ENTITY.

1. License and Services

SaaS Experts, Inc. (“Company”) hereby licenses to you access to BoastIndex, a Google Search Console URL inspection monitoring and reporting tool that enables users to connect authorized Google Search Console properties, import and track URLs, schedule and run inspections, view historical indexing-status data, receive alerts, and generate reports (the “Software”) under the subscription plan purchased. Company retains all right, title and interest in and to the Software. The Software and all parts thereof are the subject matter of various proprietary rights, including without limitation copyrights, trade secrets, patents and other similar intellectual and industrial property rights (“Proprietary Rights”). This License permits you to access and use the Software in unmodified form for your internal use of the Software in accordance with this Agreement. You may not, however, sell, sublicense, distribute, rent, lease or lend access to the Software without the prior written authorization of Company. No license, right or interest in any trademark, trade name or service mark of Company or any third party is granted under this License. You acknowledge that this License in no way shall be construed to provide an express or implied license to use, modify or improve any of the content of the Software, including without limitation, or any works, inventions, discoveries, technology or other items which are the subject matter of Company’s Proprietary Rights or otherwise to use or exploit the Software or the Proprietary Rights in any matter not expressly permitted herein.

Company acknowledges and agrees that you may use the Software in connection with services you provide to customers or clients and may share reports, inspection results, alerts, and analytics generated through the Software with authorized customers, clients, and external recipients; provided, however (a) you have all rights and permissions required to connect, monitor, or inspect each applicable site, URL, and Google Search Console property and to provide each recipient’s contact information; and (b) Company shall not be liable to you or any such customers, clients, or recipients for any such use. You are responsible for removing recipients who should no longer receive reports, alerts, or shared information.

2. Restrictions

You may not attempt to create or derive any of the source code or other technology or data within the Software by disassembly, reverse engineering or any other method, or otherwise reduce the Software to a human-perceivable form. You may not modify or translate any part of the Software. You may not use, disclose, distribute, in whole or in part, nor rent, lease or lend the Software without the prior written authorization of Company. You agree to provide notice to Company immediately after learning of or having reason to suspect a breach of any of the provisions set forth in this License. User agrees not to conduct any security testing or penetration testing of the software, its components or associated systems, without the prior written consent of Company, and violation of this provision shall constitute a material breach of this agreement.

You further agree not to upload, import, submit, connect, share, or use any invalid, malicious, unauthorized, or harmful content, data, URL, property, file, or credential through the Software. You specifically agree not to:

  • Upload or import files containing malware, viruses, trojans, or any other malicious code
  • Upload or import corrupted, invalid, or improperly formatted files that may compromise system security or functionality
  • Connect to, monitor, or inspect any website, URL, or Google Search Console property without proper authorization
  • Submit content, URLs, or data that infringes upon third-party intellectual property rights or violates any applicable laws, regulations, or third-party rights
  • Use the Software to transmit defamatory, offensive, harassing, or inappropriate content
  • Attempt to circumvent Company’s security, verification, access controls, rate limits, inspection quotas, scheduling controls, or other usage restrictions
  • Share, expose, misuse, or permit unauthorized use of OAuth tokens, API keys, MCP credentials, BYOK credentials, or other access credentials
  • Use automated tools to scrape, harvest, or extract data from the Software without express written permission, except through an API, MCP connection, or integration expressly authorized by Company

Violation of these restrictions may result in immediate termination of your account and removal of all associated content without notice.

3. API Access and Integration

Company may provide Application Programming Interface (API), Model Context Protocol (MCP), webhook, or other integration access to clients for integration and automation purposes. Such access is subject to additional terms, credential scopes, rate limits, inspection quotas, and usage limitations as determined by Company. Client acknowledges that integration access may be limited, modified, suspended, or terminated at Company’s discretion. Client is responsible for all activity conducted through its API keys, MCP credentials, webhooks, agents, and integrations and must keep all credentials secure. Integrations may not be used to bypass subscription quotas, rate limits, authorization requirements, scheduling controls, or other restrictions. Any data accessed through integrations remains subject to the confidentiality and usage restrictions set forth in this Agreement. Any API, MCP, agent, or automated activity that triggers a URL inspection will count against Client’s monthly inspection quota as provided in Section 9.

3A. Google Search Console, Third-Party Services, and BYOK

The Software depends on Google Search Console, Google APIs, and other third-party services. BoastIndex is not affiliated with or endorsed by Google. Client’s use of Google services remains subject to Google’s applicable terms, policies, permissions, quotas, and technical limitations.

Client represents and warrants that Client owns or has sufficient authorization to connect each Google Search Console property, import or inspect each URL, authorize Company to access and process the associated data, and act on behalf of any customer or other third party for which Client uses the Software. Client authorizes Company to access, retrieve, store, process, and display data from connected Google accounts and properties solely as necessary to provide the Software and as further described in Company’s Privacy Policy.

Where Company permits Client to provide its own Google or other third-party credentials (“BYOK”), Client is responsible for obtaining and maintaining the applicable project, credentials, permissions, quotas, and third-party accounts and for all charges imposed by the third-party provider. Client represents that it is authorized to provide and use those credentials. Company may securely store and use BYOK credentials solely to provide the Software. Invalid, expired, revoked, misconfigured, or quota-exhausted credentials may cause inspections to be delayed, skipped, or paused. BYOK does not guarantee increased quota, uninterrupted availability, or successful inspections.

4. Termination and Term

This Agreement shall become effective upon your indication of acceptance by electronically indicating acceptance and accessing the Software (“Effective Date”). This Agreement shall remain in effect until Termination. You may cancel the Agreement at any time, and you will continue to have access to the Software through the end of your current paid billing period, after which access will terminate. ALL FEES AND CHARGES ARE NONREFUNDABLE. Company does not issue refunds or credits for unused subscription periods, unused inspection quota, plan changes, downgrades, cancellations, service interruptions, delayed or failed inspections, or any other reason.

AUTOMATIC RENEWAL NOTICE: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE SAME TERM (MONTHLY, YEARLY, OR MULTI-YEARLY) UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. YOU WILL BE AUTOMATICALLY CHARGED THE THEN-CURRENT SUBSCRIPTION FEE FOR THE RENEWAL PERIOD.

The Yearly recurring option may have multi-yearly (“Multi-Yearly”) discounts available, therefore the Yearly recurring term would be defined as the total amount of years you selected (if not selected or specified, the default Yearly recurring plan is for one (1) year). For avoidance of doubt, the selection subscription stage is wherein the Client chooses the level of subscription that the Client desires along with the recurring payment term (“Payment Term”). The Payment Term selected by Client sets and equates to the agreement term (“Agreement Term”) length for this Agreement, which automatically extends Monthly, Yearly or Multi-Yearly unless cancelled as per this Section 4.

As long as you have made timely payments and are not in breach of the Agreement, you may terminate for cause if Company fails to perform its duties under the Agreement within 30 days of your notice to Company that it is in breach of a material term. Company may terminate this Agreement for cause if you fail to make timely payments within 10 days of notice of delinquency by Company. Company may also disable the Software temporarily in the case of nonpayment, which shall not be considered a termination by Company. Charges will still accrue even if your service is temporarily suspended for non-payment. Company may also terminate this Agreement if you fail to comply with your duties under the Agreement within 30 days of notice to you that you are in breach. Company may also terminate the Agreement immediately if you violate its intellectual property rights or seek bankruptcy protection or similar relief from creditors, or if bankruptcy proceedings are imminent or initiated by any other party. In any termination for cause, all payments owed shall be immediately due and payable.

Upon termination, your right to access and use the Software will end, and Company may disable associated OAuth connections, API keys, MCP credentials, BYOK credentials, and scheduled inspections. Client is responsible for exporting any desired reports or data before access ends. Company may delete account data after a reasonable retention period, except that data may remain in backups, audit records, billing records, or other records retained for legal, security, fraud-prevention, or operational purposes.

5. Disclaimer of Warranties

a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS AND YOU HEREBY WAIVE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, ANY WARRANTY OF COMPATIBILITY BETWEEN THE SOFTWARE AND YOUR EQUIPMENT OR SOFTWARE. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT COMPANY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY.

b. Company shall not be liable to you nor deemed to be in default of this Agreement, on account of any delays, errors, malfunctions, compatibility problems or breakdowns with respect to the Software, unless such delay, error, malfunction or breakdown results solely from the gross negligence or willful misconduct of Company.

c. You acknowledge that the Software depends on Google Search Console, Google APIs, third-party services, customer permissions, credentials, quotas, and data that Company does not control. Inspection data may be delayed, incomplete, inconsistent, unavailable, or changed by Google or another provider. Company does not guarantee that any URL will be crawled, indexed, remain indexed, rank in search results, or receive traffic, or that any recommendation will produce a particular result. The Software monitors and reports available indexing information and does not submit URLs to Google, request indexing, force crawling, or guarantee indexing.

d. Alerts, reports, inspection schedules, normalized statuses, and recommended actions may be delayed, duplicated, omitted, incomplete, or inaccurate and are provided for informational purposes. Client remains responsible for independently verifying important results and for all decisions and changes made to Client’s or any third party’s websites, systems, content, or configurations.

6. Indemnification

You shall, at your expense, indemnify, defend and hold harmless Company, its past and present directors, affiliates, partners, officers, employees and agents, from and against all liabilities, damages and expenses, and claims for damages, suits, proceedings, recoveries, judgments or executions (including but not limited to litigation costs, expenses, and reasonable attorneys’ fees) finally awarded and arising out of or in connection with: (i) any claim that your system, data, content, or use of the Software infringes any third party patent, copyright, trademark or other property right; (ii) your breach of this Agreement; (iii) your violation of applicable laws; (iv) content or data you submit through the Software including URLs, imported files, site or property information, notification recipient information, configurations, instructions, or other user-generated content; (v) your use of the Software in a manner not authorized by this Agreement; (vi) any data breach or security incident involving your systems or data; (vii) disputes between you and your customers, clients, recipients, agents, or collaborators arising from use of the Software; or (viii) your lack of ownership, permission, or authority to connect, monitor, inspect, process, or share any website, URL, Google Search Console property, data, report, or recipient information. This indemnification applies to systems, data, and content provided by you, and shall not apply to infringement claims arising solely from Company’s unmodified Software when used in accordance with this Agreement.

Company shall, at its expense, indemnify, defend and hold harmless you from and against claims that the Software, in the form delivered by Company, infringes any third party patent, copyright, or trademark, provided you promptly notify Company of such claim and cooperate in the defense. This indemnification shall not apply to claims arising from modifications to the Software not made by Company or use of the Software in combination with products not supplied by Company.

7. Limitation on Liability

Company’s total cumulative liability in connection with this Agreement and the Software, whether in contract or tort or otherwise, will not exceed the amount of subscription fees paid to Company for the most recent one-year period (note that free accounts, those that do not include fees (“Free Version”) provide $0 (zero) dollars in liability) prior to the event giving rise to such liability, except that nothing herein shall limit Company’s liability for gross negligence, willful misconduct, death or personal injury, or Company’s breach of confidentiality or data protection obligations.

If the disclaimer of warranty, indemnification, and limitation of liability provided in Section 5 and Section 6 and Section 7 cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Software and Services provided, unless a warranty or assumption of liability accompanies usage of the Software and Services in return for a fee.

8. Controlling Law and Interpretation

This License shall be governed by and construed in accordance with the substantive laws of the State of North Carolina, notwithstanding the conflicts of law provisions of that state or any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in North Carolina before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If any part of this Agreement is deemed unenforceable for any reason, that provision and the remainder of the Agreement shall be interpreted to the greatest extent allowable by law to give the provision and the Agreement as a whole the fullest effect intended under the law.

9. Price and Payment

This section is relevant for any Client not currently utilizing the initial free trial period or Free Version of Company’s software and services. Any usage by Client outside the initial free trial period or Free Version will constitute Client as a (“Paying Subscriber”). Paying Subscribers have the option to subscribe to Monthly or Yearly recurring terms for SaaS services. Paid subscription plans differ only in the number of URL inspections available to Client per month, unless Company expressly agrees otherwise in writing.

Inspection quota is measured monthly and resets at the beginning of each monthly usage period. Unused inspection quota expires and does not roll over. Company may defer, pause, or prevent new inspections when Client’s monthly quota is exhausted.

Each URL-specific inspection request submitted by Company to Google or another inspection provider counts as one inspection, whether the request completes successfully or returns an error, empty result, unavailable result, or other response. A request that fails before submission to the provider will not count. A retry may count as an additional inspection when separately submitted. Scheduled, manual, API, MCP, agent, and other automated inspections draw from the same monthly quota unless expressly stated otherwise. Company’s usage records will control absent manifest error.

Monthly Paying Subscribers shall pay to Company monthly in advance the subscribed license and service fees. Client agrees and authorizes Company or its agent to automatically bill Client’s credit card on a continual basis each, 3-5 days in advance prior to the original subscription start day of the next Monthly billing period, per the set license and service level fees pursuant to this Agreement.

Yearly Paying Subscribers shall pay to Company yearly in advance the subscribed license and service fees. Client agrees and authorizes Company or its agent to automatically bill Client’s credit card on a continual basis each, 3-5 days in advance prior to the original subscription start day of the next Yearly billing period, per the set license and service level fees pursuant to this Agreement.

Multi-Yearly Paying Subscribers shall pay to Company multi-yearly in advance the subscribed license and service fees. Client agrees and authorizes Company or its agent to automatically bill Client’s credit card on a continual basis each, 3-5 days in advance prior to the original subscription start day of the next Multi-Yearly billing period, per the set license and service level fees pursuant to this Agreement.

Any upgrade or downgrade to Client’s monthly inspection quota will be handled according to the billing terms presented at the time of the change. No plan change creates a right to a refund or credit. Discounts for Yearly and Multi-Yearly or any package where discounts were provided based on length of term will be lost if downgrading in the middle of a Term. Client may not schedule or run inspections above the active monthly inspection quota.

Company may make arrangements to invoice Client Monthly, Yearly or Multi-Yearly for agreements valued over $1,000 monthly, in advance, the set license fees pursuant to this Agreement. Failure of Company to issue any invoice or bill shall not relieve Client of the obligation to pay for any charge owed Company pursuant to this Agreement. If Company invoices Client for the Monthly, Yearly or Multi-Yearly set license fees, Client shall pay all fees and other charges within fifteen (15) days of the date of each invoice unless other terms have been negotiated in advance and are clearly stated on the invoice. Provided that the invoice is timely received, in the event that Client fails to pay within fifteen (15) days of an Invoice, Company may levy a late payment charge computed at the rate of 1 1/2% per month on the outstanding balance due hereunder from any month or fraction thereof that such payment is in default.

Client shall pay all sales, use, personal property, excise, license and franchise taxes as well as any other similar fees, charges or assessments which arise as a result of this Agreement. Company reserves the right to increase any charge to Client under this Agreement once each term upon not less than thirty (30) days prior written notice to Client. Outside of Client initiated upgrades, each such increase shall be limited to five (5%).

If you have questions about charges to an account, you should contact Company or by using the corporate address. All charges are considered valid unless Client disputes the charge in writing within 30 days of the billing date. No adjustments will be made for charges that are more than 30 days old.

10. Technical Standard Support Service Level

Company will provide either one or more of the following forms of technical support to Client’s authorized users from 9 a.m. to 8 p.m. Eastern Standard Time (EST), Monday-Friday (“Weekdays”) of each week of this Agreement: Phone, E-mail or Chat. Company will provide on call support with one hour or less response time 24 hours per day if client subscribes and elected the premium support. In addition, Company will respond to any electronic mail queries within 24 hours of receipt by Company during regular business days.

Client acknowledges that Company does not agree to provide, and will not provide, any “help desk” assistance or similar user or technical support to Client’s customers with regard to the Software or Services.

Client agrees that it will notify its customers that Company does not provide such support, and Client shall be solely responsible for all such support for the benefit of its customers.

Company has established set maintenance windows on Monday and Friday mornings between the hours of 2 a.m. and 6 a.m. EST (“Pre-established Maintenance Window”). During the Pre-established Maintenance Window, Company reserves the right to take down or update Company’s servers, systems, or service infrastructure in order to conduct routine maintenance checks to both software and hardware. If the Software will be unavailable for more than two (2) minutes within the Pre-established Maintenance Window, Company will advise Client of such prior to any scheduled maintenance downtime. Company will not be responsible for damages or costs incurred by Client, if any, for scheduled down time during the Pre-established Maintenance Window. Company reserves the right to change the Pre-established Maintenance Window upon prior notice to Client.

11. Notices

All notices, requests, demands or other communications hereunder shall be in writing, hand delivered, sent by first class mail, overnight mail, or email and shall be deemed to have been given when received at the following addresses:

If to Company: SaaS Experts, Inc.
[Physical Address – To Be Updated]
Email: hello@boastindex.com

If to Client: To the Address or email of Client as set forth in your account

12. Confidential Information

a) Confidential Information supplied by one party to another pursuant to this Agreement is for the exclusive use of the receiving party and shall not be disclosed or made available to any other person, firm, corporation or governmental entity in any form or manner whatsoever; provided, however, that in the event Confidential Information is subpoenaed or otherwise requested or demanded by any court or governmental authority, the receiving party shall give written notice to the disclosing party prior to furnishing the same and shall, at the request of the disclosing party, exercise reasonable business efforts in cooperation and at the sole expense of the disclosing party, to quash or limit such request, demand and/or subpoena. The receiving party’s obligations include treating Confidential Information with at least the concern and protective measures accorded any trade secrets, proprietary or confidential information and materials of the receiving party. Nothing herein shall be construed to require the disclosure of Confidential Information to the receiving party, or to require the receiving party to accept Confidential Information.

b) Upon any termination of the Agreement, Client agrees to deliver to Company all documentation, materials, and information supplied by Company and shall also certify in writing that all copies have been returned to Company.

c) Client understands that the information it has access to from Company and through the Software is confidential and proprietary and includes valuable trade secrets of Company and that Company would suffer irreparable harm if such confidential or propriety information or trade secrets are directly or indirectly (i) used by Client for any purpose other than those specifically set forth herein, or (ii) disclosed to any third party including affiliates of Client which may operate as software developers in direct or indirect competition with Company. Accordingly, Client agrees not to use the information for other purposes, disclose, or allow access to such information to any third party, except for consultants or contractors with a need to know and who has signed a non-disclosure agreement with terms comparable to this Confidential Information section. Client agrees that a breach of these conditions shall be grounds sufficient for immediate termination of, or suspension of, services under this Agreement, inhibiting Client’s access to and use of the Software, and appropriate legal relief. Upon termination of this Agreement for any cause or reason, Client agrees to deliver to Company all materials or information supplied pertaining to the Software and shall also confirm that all copies of such material have been returned to Company or destroyed. Notwithstanding the foregoing, Client may retain copies of reports, analytics, and data that Client exported or generated during the subscription period for Client’s own business use.

d) Company understands that the information it has access to through providing the Software, including information from Client’s account, connected Google Search Console properties, URLs, OAuth connections, BYOK credentials, reports, and configurations, may be of a confidential and proprietary nature, and Company may hereinafter have access to other information of Client which is of a confidential and proprietary nature, and could result in irreparable harm to Client if any such confidential or proprietary information is directly or indirectly (i) used by Company for any purpose other than as specifically set forth herein, or (ii) disclosed to any third party. Accordingly, Company agrees not to use the information for other purposes, disclose or allow access to such information to any third party except for consultants or contractors with a need to know and who has signed a non-disclosure agreement with terms comparable to this Confidential Information section. Company agrees that a breach of these conditions shall be grounds sufficient for immediate termination of this Agreement, and legal as well as injunctive relief. Upon termination of this Agreement for any cause or reason, Company agrees to return or destroy Client materials and information where reasonably practicable, subject to the retention provisions in Section 4.

e) Company and Client agree that any and all non-disclosure and use covenants contained herein shall survive for a period of five years any termination of this Agreement.

13. Modifications

Company retains the right, in its sole discretion, to enhance, modify or alter the operation of the Software and further retains the right to make such enhancements, modifications or alterations generally available to other clients of Company. Company will not materially diminish the core functionality of the Software through such modifications. For material changes that significantly affect the user experience or core features, Company will provide reasonable advance notice to affected clients.

Company may also modify this Agreement from time to time by posting updated terms and identifying the updated effective date. For material changes to this Agreement, Company will provide reasonable notice to affected clients. Client’s continued access to or use of the Software after the effective date of updated terms constitutes acceptance of those updated terms.

14. Title

Title and full and complete ownership rights to all Company owned or developed software (including source and object code) and other technical specifications, addresses or configurations (collectively the “Software”) associated with or contained in the Services or used by Company in connection with this Agreement shall remain with Company. Client understands and agrees that the Software is Company’s trade secret, proprietary information, and confidential information whether any portion thereof is or may be validly copyrighted or patented. Any Software provided to Client and its Authorized Licensees is provided by license only and such license is limited to the right to use such Software during the term of this Agreement only according to guidelines established by Company from time to time. Such Software shall be utilized by Client and its Authorized Licensees only in accordance with this Agreement and shall not be copied, duplicated, reproduced, manufactured, de-compiled, reverse engineered, incorporated into any software (including any source code, object code or algorithms), modified or disclosed in any form by any media to any other person or party. Upon termination of this Agreement, or upon request by Company, Client shall immediately return to Company any Software provided by Company. Nothing herein shall be construed to require Company to deliver any Software to Client or to require Client to accept such Software.

Client retains ownership of content, data, and information Client submits through the Software, including URLs, site and property information, imported files, notification recipient information, configurations, and other user-generated content, subject to the license granted to Company to use such content in connection with providing the Services. Data supplied by Google or another third-party provider remains subject to that provider’s rights and applicable terms. By submitting content or data through the Software or connecting a third-party service, Client grants Company a worldwide, non-exclusive, royalty-free license to use, display, reproduce, modify, and distribute such content and data solely in connection with operating and providing the Software and Services. This license includes the right to display and process Client’s content and data within the Software for the purpose of enabling monitoring, inspection, reporting, alerting, and integration features.

15. No Endorsement

Nothing herein shall be construed to constitute an endorsement by Company of any product, software, and device or service marketed, sold or provided by Client. Client shall not be entitled to use the name “Company” or any Company product mark or logo in any fashion, except as otherwise agreed in writing.

16. Publicity

Company may list Client as a customer on Company website, various third party social media websites or tradeshow material only with Client’s prior written consent.

17. General Provisions

a. Nothing in this Agreement is intended or shall be construed to create or establish an agency, partnership, or joint venture relationship between the parties.

b. The captions in this Agreement are for convenience only and in no way define, limit, or enlarge the scope of this Agreement or any of the provisions therein. Capitalized terms shall have the meanings assigned in this Agreement.

c. No waiver by either party of any provision or any breach of this Agreement constitutes a waiver of any other provision or breach of this Agreement and no waiver shall be effective unless made in writing. The right of either party to require strict performance and observance of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.

d. Except for Client’s obligation to make payments hereunder, neither party will be deemed in default of this Agreement as a result of a delay in performance or failure to perform its obligations caused by acts of God or governmental authority, strikes or labor disputes, fire, acts of war, failure of third party suppliers, or for any other cause beyond the control of that party.

e. Client shall not sell, assign, license, sub-license, franchise or otherwise convey in whole or in part to any third party this Agreement or the services provided hereunder without the prior written consent of Company, except that Client may freely assign all rights, title, interest and obligations under this Agreement to any taker of all, or substantially all of Client’s assets.

f. This is a non-exclusive agreement. Similar agreements may be entered into by either party with any other person.

g. This Agreement shall be governed by, construed, interpreted and enforced according to the laws of the State of North Carolina and of the United States of America, without regard to principles of conflict of laws and rules. All disputes shall be resolved by binding arbitration as provided in Section 8; courts of North Carolina shall have jurisdiction only to enforce arbitral awards or grant provisional relief in aid of arbitration.

h. Neither party shall make any use of the other party’s company name, logo, trademarks or service marks, other than those uses set forth in this Agreement, without the prior written consent of the party.

i. In the event that any material provision of this Agreement is determined to be invalid, unenforceable, illegal or void, the parties agree that unless such provision materially affects the intent and purpose of this Agreement, such invalidity, illegality, voidability or unenforceability shall not affect the validity of this Agreement nor the remaining provisions herein.

j. This Agreement constitutes the final and complete understanding and agreement between the parties concerning the subject matter hereof. Any prior agreements, understandings, negotiations or communications written or otherwise are deemed superseded by this Agreement. Except for modifications made by Company under Section 13, this Agreement may be modified only by a further written agreement executed by an authorized representative of the parties hereto. This Agreement may not otherwise be modified or waived orally and may be modified only in writing signed by duly authorized representatives of each party.

k. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.

IN WITNESS WHEREOF, Client and Company have executed this Agreement by their respective authorized representatives as of the day and year first above written.