The following General Terms are incorporated into and made an integral part of this Agreement:
1. RELATIONSHIP OF THE PARTIES.
Client authorizes and agrees to allow NetReputation to act as Client’s agent and represent Client’s interests solely in furtherance of this Agreement, including, but not limited to, corresponding with any parties necessary for NetReputation to perform its obligations under this Agreement.
2. MUTUAL NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT.
As a result of the Services provided in this Agreement, NetReputation and the Client may become aware of confidential information, proprietary information, online reputation management techniques, trade secrets, intellectual property, and/or communications between the Parties, or used by the Parties in furtherance of the performance under this Agreement. Each Party is prohibited from disclosing, publicizing, disseminating, using, and/or requesting any such information gained as the direct or indirect result of this Agreement and each party is prohibited from encouraging or suggesting to others to do so as their proxy or otherwise. Each Party is prohibited from disclosing, publicizing, disseminating, using and/or requesting the other Party’s confidential information, proprietary information, online reputation management techniques, trade secrets, intellectual property, suppression techniques, content generation or optimization techniques, contact list, pricing, pricing structure, communications between the Parties, or other confidential, proprietary commercial information. As a further result of these Services, each Party understands and agrees not to make, publicize, issue and/or disseminate any negative, disparaging, private, confidential, or derogatory statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage the other Party, its officers, members, directors, employees, agents, third-party payment processors, third-party services, suppliers or affiliates, its business, services, products, and/or technologies. Each Party understands and agrees not to disclose, publish, post, and/or disseminate any negative, disparaging, and/or derogatory reviews of the other Party, its officers, members, directors, employees, agents, third-party payment processors, third-party services, suppliers, affiliates, its business, services, online reputation management services, products, and/or technologies, and each Party is prohibited from encouraging or suggesting to others to do so as their proxy or otherwise.
3. MUTUAL CONFIDENTIALITY.
Each Party understands and agrees to maintain IN STRICT CONFIDENCE and KEEP STRICTLY CONFIDENTIAL ALL INFORMATION obtained as a result of this Agreement or any relationship between the parties, including but not limited to, confidential information, proprietary information, online reputation management techniques, trade secrets, intellectual property, suppression techniques, content generation or optimization techniques, contact list, pricing, pricing structure, employee personal information, and/or communications between the Parties, and hereby agrees to use any such information solely in connection with the performance under this Agreement.
4. CONTENT APPROVAL.
The Company will provide any content it creates to you before the Company disseminates that content to the public. You have five (5) days after the Company provides such information to you for review to approve or reject the content. If you approve the content, the Company shall make the content available to the public. If you reject the content, you must notify the Company in writing within the five (5) day approval period and set forth the specific reasons for your rejection along with any suggestions you may have on how to edit the content to make it acceptable. Thereafter the Company shall in its sole, absolute, and unfettered discretion either decline to disseminate the content or edit the content to make it acceptable to you. If you do not respond within the five (5) day approval period the Company may, in its sole, absolute, and unfettered discretion, proceed to disseminate the content or continue to wait for your approval. If the Company is unable to disseminate the content as a result of your failure to respond within the five (5) day approval period it is possible that the Services will be interrupted as a result, which can lead to unforeseen costs and delays for which you will be liable and for which the Company shall not be liable. If you request that all content is approved before dissemination to the public, the Company is not responsible for delays in the dissemination of the content to the public, deliverables or campaign timelines.
5. AMENDMENTS, WAIVERS, AND MODIFICATIONS
No change in, addition, amendment, waiver, or modification of the Services, terms and provisions of this Agreement shall be binding upon NetReputation unless it is agreed upon in writing by NetReputation and executed by the Parties.
6. GOVERNING LAW AND DISPUTE RESOLUTION.
This Agreement shall be governed, interpreted, performed, and enforced solely in accordance with the laws of the State of Florida, without reference to principles of conflicts of law. Each of the Parties hereto irrevocably and unconditionally confirms, consents and agrees that any action, dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof will be subject exclusively to binding arbitration before a single arbitrator in accordance with the American Arbitration Association, and to be conducted in the exclusive venue of the City of Sarasota, Florida. The Parties agree to share equally all fees and expenses of the arbitrator and the arbitration. Client and NetReputation further agree that the arbitrator will be empowered to enter any such relief as the arbitrator determines, including but not limited to, entering an equitable decree mandating equitable relief, specific performance, and enforcement of the terms of this Agreement. The decision of the arbitrator will be final and binding on the Parties. The arbitrator shall award the prevailing party reasonable attorney’s fees, costs, and expenses incurred in connection with such arbitration from the non-prevailing party. The Parties acknowledge and agree not to commence any litigation relating to this Agreement or the breach thereof in any court. The Parties further acknowledge and agree to be subject to service of process in the State of Florida and specifically in the City of Sarasota for said arbitration, and the Parties waive any objection to the laying of venue in the City of Sarasota for the above-described arbitration between the Parties.
7. ENTIRE AGREEMENT AND BINDING EFFECT.
This Agreement represents the entire understanding between the Parties with respect to the subject matter hereof and supersedes all other negotiations, agreements, representations, and covenants, oral or written. In the event of any conflict between this Agreement and any other oral or written agreement between the Parties, the terms and provisions of this Agreement shall control, unless specifically varied by a subsequent fully executed Agreement by the Parties. This Agreement shall be binding and shall take effect upon the Parties hereto, their successors, and assigns as of the above-cited Effective Date.