Integrity Innovators LLC

This agreement defines the relationship between Integrity Innovators, LLC. (the "Company") and you (the "Client"). If you are entering into this agreement on behalf of a company or other legal entity, you  represent that you have the authority to bind such entity to these terms and conditions. Services provided include reputation management and digital marketing related products and services for you or someone that you have designated to be the subject of the services and for whom you will be held responsible. The services are described on the individual pages for each service, which can be accessed at IntegrityInnovators.com

We may change the description of our services at our discretion, to reflect enhanced capabilities or changes in the service terms. By ordering our services, you authorize us to be your ambassador. As  your ambassador, you authorize us to use your information and use any tools available to perform services. In addition, you authorize us to contact third parties, including website owners, creators or aggregators of information, website hosts and other parties who may have control or authority over such content, and to take such actions as we see appropriate. You authorize us to take actions on your behalf and to identify ourselves as acting on your behalf. You recognize that such contact and techniques may have unpredictable side effects. You agree to provide the information required for the services unless specified on your Order. Content publishing is included in the services we provide to you, you authorize us to use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided or identified by you to create and publish said content, including content that represents you on any websites we deem fit for the purposes of providing the services. In addition, you hereby grant to us and our authorized personnel a worldwide, transferable, sublicensable, license to use, reproduce, publish, distribute, create derivative works of, and otherwise exploit any information we deem appropriate to perform the services. You agree to respond within one month to our requests to review and approve information generated for you and acknowledge that we may make unilateral content publishing decisions on your behalf should you not meet the applicable response deadlines. You acknowledge and agree that we will own all right, title, and interest in and to any materials, content, or other works of authorship created by us or on our behalf and used in connection with the services. We acknowledge and agree that you will own all right, title, and interest in and to any information used in connection with the services. To the extent included in the services you order, you authorize us to act on your behalf in creating accounts on other websites in your name, or in the name of the company, as we deem necessary to provide the services. Use of accounts generated on third-party websites will be governed by the terms of use and privacy policies of such websites. If acquisition of domain names is included in the services you order, you will procure any domain names or similar registrations, will pay all costs relating to these domain names or similar registrations, and will direct the domain names to a location identified by us. If managing your online reviews is included in the services you order, you represent and warrant that (1) you are authorized to provide us with any customer and user information that you provide to us in connection with such services (2) our possession and use of the information on your behalf in connection with the services will not violate any contract, statute, or regulation; and (3) any content that you submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, are the original work of your authorship and will only concern you and the goods and/or services that you provide. Each of the parties represents and warrants that it has all necessary power to enter into and perform its obligations under this Agreement. You further represent and warrant that (1) all information provided to us is accurate and truthful (2) you have the right to grant us the licenses specified (3) the execution and performance of this Agreement does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound (4) the information used for the services do not infringe the intellectual property rights, copyrights, trademarks, trade secrets, right of privacy, or right of publicity of any person. We do not guarantee or warrant that we will be successful in effecting removal, suppression or alteration, if such service is to be performed, of any Internet content about you or the company. Moreover, we do not guarantee that the services will result in a positive change in your online reviews and/or scoring. The services are provided “As Is”. The services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications and which are outside of our control. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the services will be operable at all times. You agree to indemnify, hold harmless and defend us, our officers, directors, employees, agents, and third-party suppliers or affiliates, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents, third-party suppliers or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by us or any of our officers, directors, employees, agents, third-party suppliers or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your fraudulent or malicious use of the Services, (iii) your violation of applicable laws, rules or regulations in connection with the Services, (iv) our use of any content or information, including Client Materials or Reviewer Information, you provide to us; or (v) the disclosure of your relationship with us. In such a case, we will provide you with written or electronic notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

NEITHER WE, NOR OUR THIRD PARTY SUPPLIERS, WILL BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA 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, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE OR OUR THIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. OUR maximum liability arising out of or in any way connected to this agreement shall not exceed the GREATER OF (A) THE fees you have paid to us pursuant to the Order that is the subject of the claim during the twelve (12) months immediately preceding the claim, OR (B) us $100.00. The existence of one or more claims will not increase OUR liability. In no event shall OUR suppliers have any liability arising out of or in any way connected to the Services. The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth in this Section may not apply to you. The initial term of each Order shall begin on the date specified on the applicable Order and continue for the period specified therein (“Initial Term”). Unless otherwise specified on the applicable Order, each Order shall automatically renew for successive periods equal in duration to the Initial Term (each a “Renewal Term”) unless either party provides written notice to the other party of its election to terminate the Order prior to the end of the then-current term. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement at any time on written notice to the other if the other: (a) is in material or persistent breach of any of the terms of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or (b) is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally. On termination for any reason: (a) we shall stop performing all Services and may, at our discretion, remove materials from the Internet published by us as part of the Services and allow any Domain Names purchased as part of the Services to lapse; and (c) you shall immediately pay to us any fees due under this Agreement. Ownership shall survive any termination or expiration of this Agreement. Any claim, dispute or controversy of whatever nature (“Claim”) arising out of or relating to this Agreement shall be resolved by final and binding arbitration. This Agreement shall be governed by and construed under the laws of the state of  Nevada, consistent with the Federal Arbitration Act, without reference to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Arbitrator(s) shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s); however, the Arbitrator(s) shall be authorized to award to the prevailing party reimbursement for its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator(s). Within fifteen (15) calendar days after the conclusion of the arbitration, Arbitrators shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within 15 days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding; and a right to invoke formal rules of procedure and evidence.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or indemnification). All notices shall be sent to the addresses set forth on the applicable Order, which may be updated from time to time upon written notice to the other party. The Services, Website Content, other technology we may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. In addition, you shall not permit access to the Site, or use the Services, in a U.S.-embargoed country or in violation of any U.S. export law or regulation. We shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond our reasonable control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters. In addition, you acknowledge that the Services depend heavily on privacy law in the United States, the various States and Territories, and other jurisdictions. The law can and will change in the future and such changes are outside our control. Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for us to perform the Services. 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. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement (including any Order(s)), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Our relationship with you is that of an independent contractor, and neither party is an agent or partner of the other. You do not have, and will not represent to any third party that you have, the authority to act in the name or on behalf of or otherwise to bind us in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power). We are not your lawyer and do not offer legal advice, nor does this Agreement or the Services create any attorney-client relationship or legal representation. This Agreement, including all exhibits and addenda hereto and the accepted Order(s), constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum executed by both parties or any accepted Orders, the terms of such exhibit, addendum or accepted Orders shall prevail.   Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation (excluding accepted Orders) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

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