LOCAL SMART MARKETING MASTER SERVICES AGREEMENT

Date Last Modified: November 4, 2020 

1. INTRODUCTION THIS SERVICES AGREEMENT (the “Agreement” and/or “Terms and Conditions”), as amended from time to time by Local Smart Marketing, Inc., a Texas corporation, its subsidiaries, affiliates, predecessors, successors and assigns (the terms “Local Smart Marketing,” “us,” “we” and/or “our” shall refer to Local Smart Marketing), between you (the terms “Customer,” “you” and/or “your” shall refer to the individual, entity or organization that accepts this Agreement, has access to your account or uses the Services) and Local Smart Marketing, sets forth the terms and conditions applicable to your purchase and/or use of our products and services (collectively, the "Services") as further set forth herein. You and Local Smart Marketing together may be referred to herein as the “Parties” and each may be referred to herein as a “Party.” This Agreement explains our obligations to you, and your obligations to us in relation to any Services you purchase or otherwise utilize. You acknowledge that you have read, understand and agree to be bound by all of the Terms and Conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by Local Smart Marketing from time to time and are incorporated herein by reference. You may also elect to purchase additional Services (the “Additional Services”) from Local Smart Marketing, our partners and/or other third parties, which may have their own service agreements or other related terms and conditions, and it is your obligation to review, accept and abide by those service agreements or other related terms and conditions, as well as this Agreement. Local Smart Marketing agrees to comply in all material respects with the Payment Card Industry Data Security Standard (“PCIDSS”) to the extent applicable to Local Smart Marketing and to the extent Local Smart Marketing is storing, processing, or transmitting any “Cardholder Data” or “Sensitive Authentication Data” (as those defined under the PCI-DSS) in connection with the Services. 2. SERVICES This Agreement applies to all Services, whether purchased or utilized separately or as part of a complete solution or packaged bundle. Your purchase of the Services, continued use of the Services, and/or continued access to the Services constitutes your acceptance of this Agreement. If you purchase Services that are sold together as a “bundled” package (e.g., you purchase a package that includes both a domain name and a website builder or other Services, as opposed to your purchasing such Services separately), termination of any part of the Services will result in the termination of all Local Smart Marketing Services provided as part of the bundled package. See Section 4 (Termination) for additional details on this subject. Local Smart Marketing further reserves the right to modify the Services, at our sole and absolute discretion, either temporarily or permanently, at any time or from time to time, with or without notice to you. You agree that Local Smart Marketing shall not be liable to you or any third party for any such modification of the Services and that your continued use of the modified Services, and/or continued access to the modified Services, constitutes your acceptance of any such modifications. You acknowledge and agree that some or all of the Services you purchase or receive from us may be provided by one or more vendors, contractors or affiliates selected by Local Smart Marketing in its sole and absolute discretion. As a part of your Services, Local Smart Marketing may provide you access to third-party functionality or services, including, but not limited to, applications, widgets, Rich Site Summary (“RSS”), other types of news, event and industry feeds, calculators, recommended copy, forms and templates that are incorporated or offered as a part of one or more of the Services (collectively, “Third-Party Functionality”). You acknowledge and agree that your use of any Third-Party Functionality to which you are provided access as part of any Local Smart Marketing Services is in accordance with the terms of any relevant third-party licenses, agreements and/or terms and conditions. Your failure to abide by any such third party licenses, agreements and/or terms and conditions may result in the immediate termination of your Services provided by Local Smart Marketing. You understand and agree that Local Smart Marketing does not control such Third-Party Functionality and is therefore not liable to you or any third party for any issues of any kind relating to issues relating to Third Party Functionality. Local Smart Marketing reserves the right, in its sole and absolute discretion, to terminate, suspend, cancel or alter your access to Third-Party Functionality at any time and without notice to you. 3. FEES AND PAYMENTS, TERM & RENEWALS As consideration for the Services you purchase, order or otherwise utilize, you agree to pay Local Smart Marketing all applicable prices and fees as designated in the related order process, with such prices and fees subject to change as provided in this Agreement. All prices and fees are due immediately or upon ordering and are non-refundable, except as otherwise expressly provided in this Agreement, as required by applicable law, or as such prices and fees are billed by Local Smart Marketing under an invoice or order confirmation for Services issued to a Customer that expressly permits payment within thirty (30) days after Local Smart Marketing has sent the Customer such invoice or order confirmation ("Net-30 Customers"). Local Smart Marketing may require a Customer to successfully complete a credit application prior to such Customer qualifying to become a Net-30 Customer. If you require Additional Services, then additional prices and fees will apply pursuant to then current rates, which are also subject to change in accordance with this Agreement. You are responsible for payment of all applicable taxes (other than based on Local Smart Marketing’s income) including but not limited to sales tax, use tax, value added tax (“VAT”), and other taxes and governmental charges, whether federal, state or foreign as well as all duties and charges on your payment for the purchase of Services arising from any and all fees under this Agreement. Accordingly, you agree to pay all VAT, sales and other taxes (other than taxes based on Local Smart Marketing income) related to Local Smart Marketing services or payments made by you hereunder. All payments of prices and fees for Local Smart Marketing Services shall be made in U.S. dollars. Taxes will be calculated based on where you receive services determined by your customer address. All taxes charged will be reflected in your invoice upon payment. Although Local Smart Marketing may display pricing in various currencies, transaction processing is supported only in U.S. dollars and the pricing displayed during the checkout process will be an estimated conversion price at the time of purchase. If the currency of your bank or credit card account is not in U.S. dollars, you may be charged exchange rate conversion fees by your bank or credit card company. In addition, due to time differences between (i) the time you complete the checkout process; (ii) the time the transaction is processed; and (iii) the time the transaction posts to your bank or credit card, the conversion rates may fluctuate and Local Smart Marketing makes no representations or warranties that (a) the amount submitted to your bank or credit card for payment will be the same amount that is posted to your bank or credit card statement or (b) the estimated conversion price will be the same as either the amount processed or the amount posted to your bank or credit card statement, and you agree to waive any and all claims against Local Smart Marketing based upon such discrepancies (including any and all claims for a refund based on the foregoing). You acknowledge and agree that you may be charged VAT based on the country indicated in the account holder’s address information associated with your account. Set up prices and fees, if any, will become payable on the applicable effective date for the applicable Services. Unless otherwise stipulated in the related order process, payment for the Services are to be made via a charge to your credit card, charge card, PayPal account or bank account provided to us (“the Account”). You are solely and absolutely responsible for any Account information that you provide to Local Smart Marketing and must promptly inform Local Smart Marketing of any changes or updates to the method of payment. By submitting an order for Services, you authorize Local Smart Marketing to charge the order to the Account or to otherwise immediately bill you for the Services. You acknowledge and agree that unless otherwise expressly stipulated in the order process or otherwise changed afterwards in accordance with the applicable process, all annual, monthly or other recurring fees related to the Services or otherwise referenced in this Agreement are to be recurring transactions that will be billed on an ongoing basis until the Services are terminated in accordance with this Agreement. If you have provided billing information sufficient for automatic billing, then Local Smart Marketing will bill you automatically in accordance with the applicable billing frequency. You are obligated to pay for the full amount of the Agreement, even if such full amount is scheduled to be paid in installments. If you elect to pay for the Services in installments, provided such a payment schedule is expressly permitted and accepted by Local Smart Marketing, all installments must be received on or before the applicable due date. If you qualify, we may, at our sole and absolute discretion, extend payment terms to you under our Business Account Credit Program. Unless otherwise specified herein, on our website or in the applicable order process, each Local Smart Marketing Service is for a one-year initial term and renewable thereafter for successive terms. Any Local Smart Marketing Service that provides for a monthly billing cycle may be billed every four (4) weeks. Any renewal of your Services with us is subject to our then current Terms and Conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service prices and fees at the time of renewal, and in the case of domain name re-registration, the domain name registry's acceptance of your domain name registration. Upon prior notice, Local Smart Marketing may also charge an “Account Maintenance Fee” to maintain your active account. This Account Maintenance Fee shall be billed to your account each year, thirty (30) days following the annual anniversary date of your account creation. Except with respect to the Services to which you subscribe on a monthly (or similar billing cycle) basis, we will endeavor, but are not obligated, to provide you with notice prior to the renewal of your Services at least fifteen (15) days prior to the renewal date. Pricing for Services, renewals, and product upgrades and add-ons may vary based upon the date of your purchase. Additional payment terms may apply to the Services you purchase, as set forth in the applicable supplemental service and product agreements to this Agreement, on our website or as otherwise outlined in the applicable order process. Services to which you subscribe to on a monthly or recurring basis automatically renew on a recurring basis until the Agreement is properly terminated in accordance with its terms. We may, at any time, activate the auto-renew service for eligible Services in your account if it is not already activated. Further, we may provide you with an opportunity to opt-in to our automatic renewal process in accordance with the instructions (and subject to your agreement to the terms and conditions pertaining to that process) on our website or in the applicable order process. You agree that if you are enrolled in or otherwise utilizing our auto-renew service, we will attempt to renew your service at some point less than ninety (90) days prior to its expiration [without notice to you]. Such automatic renewal for your Services, if successful, may be for a shorter term than the term for which you originally purchased your Services, but in no event shall such term be longer than the term then currently in place for the Services. Such automatic renewal for your Services, if successful, shall be at the then current price for the Services. You further agree that, to turn off the auto-renew service for any of your Services with Local Smart Marketing, you must call our Customer Service, or you may be able to turn off such auto-renew service utilizing the online Account Manager associated with your Services. You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then current term of the Services, and that we are authorized to charge your credit card or other payment method on file for the renewal of the Services. In any event, you are solely and absolutely responsible for the credit card or payment information you provide to Local Smart Marketing and must promptly inform Local Smart Marketing of any changes thereto (e.g., change of expiration date or account number). You acknowledge and agree that Local Smart Marketing may extend the expiration date on your credit card on file with us in order to protect against unwanted expiration of your Services and to allow for the automatic renewal thereof. In addition, you are solely and absolutely responsible for ensuring the Services are renewed. Local Smart Marketing shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the Services whether due to you, us or a third party. In order to process a renewal under our auto-renew service, we may use third-party vendors for the purpose of updating the expiration date and account number of your credit card or other payment method on file. Such third-party vendors maintain relationships with various credit card issuers and may be able to provide us with the updated expiration date and account number for your credit card by comparing the information we have on file with the information the third-party vendor has on file. By selecting our auto-renew service, you acknowledge and agree that we may share your credit card or other payment method information with such third-party vendors for the purpose of obtaining any update to your credit card expiration date, account number or payment account. In the event that you are not enrolled in auto-renew, or have opted out of auto-renew, and want to renew your Services, you acknowledge and agree you are responsible for actively renewing your Services and you further assume all risk and consequences if you wait until the end of the Services term or otherwise to attempt to renew any Services. If any Service is not successfully renewed prior to the expiration of its then current term, all your rights to such Service will terminate, and we will have no obligation to allow you to renew a Service once its expiration date has passed. Additionally, for domain name registration services, even if a registry administrator or third-party service provider provides a grace period to Local Smart Marketing upon expiration or termination of such Service, you acknowledge and agree that any post-expiration renewal or redemption processes implemented on your behalf are at our sole and absolute discretion, and may be subject to a late fee, reinstatement fee, redemption fee and/or other fee. Without limiting any of Local Smart Marketing's rights hereunder, should any fee payment become delinquent, Local Smart Marketing may suspend or cancel your Services; provided, however, related charges will continue to accrue. You acknowledge and agree that Local Smart Marketing is not responsible whatsoever for any effect the suspension of Services might have. If Local Smart Marketing provides any Service discount to you and you default on payments or obligations as outlined herein, Local Smart Marketing may rescind all discounts and require full payment for the Services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. Local Smart Marketing further reserves the right to refer any amounts owed hereunder to a third party for collection in the event of default. In the event your account is sent to collection, you agree to pay all costs of collection, including costs, litigation and attorneys’ fees. A $20.00 (Twenty U.S. dollars) collection fee may be charged for all dishonored checks. Moreover, an additional fee may also be assessed for the following reasons: (i) late payment; (ii) payment with insufficient funds; (iii) denied or invalid credit card number; or (iv) the re-starting or reinstating of Services terminated for nonpayment. Local Smart Marketing will re-start or reinstate any such Service in our sole and absolute discretion and subject to our receipt of the applicable service fee, renewal fee or other fee. If Customer pays for the Services by credit card or charge card, Customer permanently and irrevocably waives any and all right to enact a ‘chargeback' (that is, a disputed, reversed or contested charge with the applicable bank, credit card, charge card or other payment method) against these payments for any reason whatsoever against Local Smart Marketing. If for any reason Local Smart Marketing is unable to charge your Account or other payment method for the full amount owed for the Services provided, or if Local Smart Marketing receives notification of a chargeback, reversal, payment dispute or is charged a penalty for any fee it previously charged to your Account or other payment method, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any your Services (including domain names). We also reserve the right to charge you reasonable “administrative fees” or “processing fees” for (i) additional tasks we may perform outside the normal scope of the Services; (ii) additional time and/or costs we may incur in providing the Service