Subscription Agreement

Subscription Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND ITS SUBSIDIARIES, IF APPLICABLE, TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

BY CLICKING, TO “AGREE” OR “ACTIVATE ACCOUNT” ON OUR WEBSITE (OR BY SIGNING) YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS CURRENT SUBSCRIPTION AGREEMENT AND CERTIFYING THAT YOU HAVE READ AND UNDERSTAND ITS TERMS. THEREFORE, PLEASE READ THIS ENTIRE AGREEMENT CLOSELY AS IT WILL BECOME A BINDING CONTRACT BETWEEN YOU AND US IF WE ACCEPT YOUR SUBSCRIPTION. WE DO RESERVE THE RIGHT TO DENY YOUR SUBSCRIPTION UPON OUR REVIEW FOR ANY REASON, INCLUDING BUT NOT LIMITED TO THE FACT THAT THE DATA YOU INTEND TO USE IS OBSCENE, ILLEGAL, IN POOR TASTE OR DOES NOT OTHERWISE MEET OUR DECENCY STANDARDS AND/OR BECAUSE YOUR BUSINESS IS ILLEGAL OR OTHERWISE OF A NATURE WITH WHICH WE DO NOT WISH TO BE ASSOCIATED. IF WE DO NOT ACCEPT YOUR SUBSCRIPTION FOR ANY REASON WE WILL NOTIFY YOU BY EMAIL AND REFUND ANY AMOUNT YOU HAVE PAID TO US.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on March 25, 2016.   

It is effective between You the and Us Rapport 24/7 as of the date of Your electronically accepting this Agreement online or by your signing the document.

1. DEFINITIONS

“Subsidiary” means any entity that directly or indirectly is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.
“Beta Services” means Our services that are not generally available to customers.

“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.

“Documentation” means Our online guides, documentation, and help and training materials, as updated from time to time, accessible via  Rapport247.com Education Library or login to the applicable Service.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including but not limited to viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services.

“Applications” means a Web-based or offline software application that is provided by You or a third party and interoperates with a Service.

“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto.

“Purchased Services” means Services that You purchase under an Order Form or from Rapport 24/7’s online selection of services.

“Services” means the products and services that are ordered by You under a or via a Account or an Order Form and made available online by Us, including associated offline components, as described in the Documentation.  Services may include “third party” “Services” either white labeled as Rapport 24/7 or those labeled with the third parties legal names.  Services exclude Content and Non-Authorized Rapport247.com Applications.

“User” and “Agent” means “you” and/or an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your customers, clients, vendors, managers, owners, employees, consultants, contractors and agents, and third parties with which You transact business or from whom you solicit video/text content.

“We,” “Us” or “Our” means Review30, Inc. d/b/a Rapport 24/7 and if applicable, any of its Subsidiaries.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and if applicable, any of its Subsidiaries .

“Your Data” means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, including all Content and Non- Rapport247.com Applications but excluding all of Your proprietary and confidential data, including but not limited to credit card and/or account numbers.

“Reseller” means a Preferred Service provider that represents a Subscribing Business and meets the following guidelines.  As an authorized Reseller of Rapport 24/7, a Reseller attests that they are authorized to represent the Subscriber Business and have full authority to enter into this Subscription Agreement and represent said Business with regard to this Subscription Agreement.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR SUBSCRIPTION TERM MAY BE PERMANENTLY LOST UPON CANCELLATION OR TERMINATION OF YOUR SUBSCRIPTION.

Please review the User Guides so that You become familiar with the features and functions of the Services before You make Your purchase.

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and/or upgraded support if available and purchased, and (c) use our best efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice, sent to the email address(es) you have provided to us) and (ii) any unavailability caused by circumstances beyond Our reasonable control.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.

4. YOUR RESPONSIBILITIES

4.1. Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the documentation and applicable laws and government regulations, and (e) comply with terms of service of Rapport247.com Applications with which You use Services or Content.

4.2 Removal of Content and Rapport247.com Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We will notify You by electronic mail sent to the email address(es) you have provided to us. You will remove such Content from Your system within 24 hours of the time our email notification was sent to you and if you fail to remove such Content within this time, We will remove it. If We receive information that a Non-Rapport247.com Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We will notify You by electronic mail sent to the email address(es) you have provided to us and in such event You will disable such Non- Rapport247.com Application or modify the Non-Rapport247.com Application to resolve the potential violation within 24 hours of the time our email notification was sent to you. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or nonRapport247.com Application until the potential violation is resolved.

5. USE OF SERVICES AND CONTENT

5.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Subscriptions are purchased purchased and subject to the terms stated in sections 12.1 and 12.2.  Additional Services and/or Content are purchased as add on to the subscriptions and purchased in either six month increments or month-to-month depending on the type of Services and/or content purchased.  Subscriptions may include third party software services that may be “white labeled” as Our services.

5.2 Usage Limits. Subscription, Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms or as stated online at the time of purchase. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, Agent, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, You will be required to execute an Order Form and pay for additional quantities of the applicable Services or Content to gain access to that content which exceeded Your contractual usage limit, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment). 

If monthly usage limits are exceeded, that content which caused the over limit cannot roll-over to be included in the next month’s service and/or content limits.  To gain access, You will be required to execute an Order Form and pay for additional quantities of the applicable Services or Content.

5.3 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, Agents, (b) sell, resell, assign, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service.

5.5 External-Facing Services. If You subscribe to a Service for creation and hosting of external-facing websites, You will comply with, and be responsible for Users’ compliance and be solely responsible for complying with applicable law in any use of cookies or other tracking technologies on such websites.

5.6 Beta Services. From time to time, We may invite You to try Beta Services. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

5.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future, but not yet developed, functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features that might be planned but are not yet developed.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage but subject to usage limits, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2. Addendum 1: Selected Subscription Level/Type and Add-On Features with applicable pricing as reflected in the Addendum will become a part of this Agreement.

6.3. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either semi-annually, monthly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

6.4. Addendum 2: A separate Credit Card Authorization form shall be submitted with authorizing signature and acceptance of these terms the Addendum will become a part of this Agreement.

6.5. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

6.6. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to You.

6.7. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.8. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We do have the legal obligation under a jurisdiction’s applicable law, to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount owed to Us unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

7. PROPRIETARY RIGHTS AND AGREEMENTS

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

7.2. “Your Data”, including but not limited to videos and content uploaded to the Rapport 24/7 Website, becomes the joint property of Rapport247.com and You the Subscriber, with the exception of Your proprietary and confidential data, and We can use Your Data for any and all lawful purposes.

7.3. Name, Logo and Trademark. By entering in this Agreement, You grant to Us a limited license to use Your Name, Logo and/or any of you Trademarks or Service-marks on the Rapport 24/7 website as well as in in any of Our marketing materials.

7.4. Agreement by You to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty- free agreement to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information. 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) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its legal counsel and accountants without the other party’s prior written

consent, provided that a party that makes any such disclosure to its legal counsel or accountants will remain responsible for such legal counsel’s or accountant’s compliance with this Section 8.2.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Disclaimers. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. INDEMNIFICATION

10.1. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party as a result of Your Data or Your use of any Service or Content (a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We promptly give You written notice of the Claim Against Us.

10.2. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

11. . LIMITATION OF LIABILITY

11.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 6 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOUR BREACH OF THE FEES AND PAYMENT TERMS SET FORTH IN SECTION 6, ABOVE.

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all purchased subscriptions hereunder have expired or have been terminated.

12.2. Term of Purchased Subscriptions and Automatic Renewal. The term of each subscription shall be as specified in the applicable Order Form or for a term of six months. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non- renewal at least 30 days before the end of the relevant subscription term. The per unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 30 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

12.3. Termination. A party may terminate this Agreement for any reason, for cause or without cause, upon 30 days written notice to the other party. If You intend to terminate this Agreement for cause, your written notice to Us must include a detailed description of the for cause reason that you allege. Your determination that you have cause to terminate this Agreement is not binding on Us. We reserve the right to terminate this Agreement, for cause, for reasons including but not limited to the fact that Your Data is obscene, illegal, in poor taste or does not otherwise meet Our decency standards and/or because Your business is illegal or otherwise of a nature with which We do not wish to be associated.

12.4. Refund or Payment upon Termination. If this Agreement is terminated by You for cause, and we agree that Your reason for termination is for cause, or this Agreement is terminated by Us without cause, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us with cause or by you without cause , You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.5. Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Agreements,” “Confidentiality,” “Disclaimers,” ” Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination”, “Your Data” “Who You Are Contracting With, Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration of this Agreement.

13. NOTICES, GOVERNING LAW AND JURISDICTION

13.1. Manner of Giving Notice. 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 an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You. We may provide notices to you by sending You an email to the email address[es] that you have provided to Us.

13.2. Agreement to Governing Law and Jurisdiction. Each party agrees that this Agreement, and all disputes arising under it, are to be governed by the applicable law of the State of Florida, without regard to choice or conflicts of law rules, and that any action arising under this Agreement must be brought in the appropriate court located in Hillsborough County, Florida.

14. GENERAL PROVISIONS

14.1. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

14.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content 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 will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

14.3. Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld). We may assign our rights or obligations hereunder, whether by operation of law or otherwise, by providing you with written notice of such assignment which may be sent to the email address[es] you have provided to Us. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.5. Third-Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

14.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver.

14.7. Sever-ability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Subscription Term (Select One):     ___ 6 Months     ___12 Months

Please complete the applicable areas below.

Subscriber:

_______________________________________ Subscriber Business Account Name

_______________________________________ Print Name

Subscriber | Title

_______________________________________ Signature

_______________________________________ Date

______________________________________________________________________________

Reseller – Preferred Service Provider:

_______________________________________ Subscribing Business

_______________________________________ Reseller Business Name

Name | Title

_______________________________________ Print Name

_______________________________________ Signature*

_______________________________________ Date

As an authorized Reseller of Rapport 24/7, I attest that I am authorized to represent the Subscriber business listed above and that I have full authority to enter into this Subscription Agreement and represent said business with regard to this Subscription Agreement.

Account Activation pending credit card approval.

Credit Card Authorization Form

CARDHOLDER INFORMATION

Name : ______________________________________________________________________

Billing Street Address: ___________________________________________________________

Street Address (cont.): ___________________________________________________________

City:  _________________________  State:  ___________________  Postal Code: ________________

Country: __________________

Email Address: ______________________________________________________________________

Direct Telephone: ________________________ Subscription Term:     ___ 6 Months     ___12 Months

Authorized Recurring Monthly Payment Amount: $____________ or Single Payment in Full: $_____________

CREDIT CARD INFORMATION

Credit Card Type: MasterCard   Visa   American Express   Discover Card

Number: 

Expiration Month:  Expiration Year: 

Cardholder Signature X  Date / / 

If submitted electronically I affirm that this is my Digital Signature

Security Code: 

By signing this Authorization Form I am agreeing to the terms of the associated Subscription Agreement and/or Reseller Agreement and/or Affiliate Agreement.  I authorize this account to be charged monthly for the full term of the related Subscription agreement(s) and for the full term of any Subscription Renewals and/or Subscriptions Extensions.  Additionally, I authorize this account be used for any and all additional purchases from the Rapport 24/7 Website or as directed in any written purchase request I may originate.

Resellers Only complete the below information –

Subscriber Business Account Name ______________________________________________________________

Reseller/Affiliate Account Name _________________________________________________________________

Print Name __________________________________________________________________________________

Signature of Reseller/Affiliate ____________________________________________________________________

If submitted electronically I affirm that this is my Digital Signature

Select / Initial one of the below:  By signing this document …

1) I affirm that I am the Authorized Owner of the above Subscriber Business Account: ____________ (Initials)

2) I have been designated by Authorized Owner to act on their behalf as the Administrator of the Subscriber Business Account and have been granted full authority by said Owner to enter into this Subscription Agreement and any and all Subscription Renewals and/or Subscriptions Extensions: ____________ (Initials)