Terms of Service

In short: These Terms of Service govern your use of any product or service you order from ReminderMedia. They include product-specific terms, general terms that apply to every order, and our Master Terms and Conditions.

This Services Agreement (“Services Agreement”) includes the product-level terms of service applicable to specific Services provided by Digital Grapes LLC, doing business as ReminderMedia, located at 992 Old Eagle School Road, Suite 904, Wayne, PA 19087 (“Company”). Each customer of Company (“Customer”) agrees to this Services Agreement by submitting an Order for applicable Services to Company. The ReminderMedia Master Terms and Conditions (“Master Terms”), the terms of each applicable Order, this Services Agreement, and any additional terms applicable to a specific Service together form the binding agreement between Company and Customer.

1.Agreement terms

By submitting an Order to Company, Customer accepts this Services Agreement and the broader Agreement (Order, Services Agreement, Additional Terms, and Master Terms). An “Order” includes any order form, cover page, online or in-account order, or telephonic, email, or other electronic enrollment or purchase request submitted by Customer and accepted by Company, whether or not documented on a separate written order form; for Services ordered without a written order form, the Order is evidenced by Company’s enrollment record, order confirmation, or invoice setting forth the product, price, and billing cadence. In the event of any conflict between those documents, the order of precedence (highest to lowest) is: (1) the Order (with deference to a later Order over an earlier Order), (2) this Services Agreement, (3) any applicable Additional Terms (with more specific terms taking precedence over general terms), and (4) the Master Terms.

2.Branded Magazines (Print & Digital) Services

No-obligation trial & automatic charge

• No-Obligation Trial: The first issue of the print edition is considered a trial issue. If the Customer decides to cancel after the trial issue but before the second mailing, the Customer will only be required to pay the activation fee and the cost of the issues mailed.
• Automatic Charge: The payment for the first mailing will be automatically charged to the card on file 30 days after the enrollment date unless the first mailing occurs before this 30-day period, in which case payment will be collected at the time the Order is placed.

2.1 Services

Company is the publisher, distributor, and marketer of various magazine brands, including American Lifestyle magazine (“ALM”), Start Healthy (“SH”), Good to be Home magazine (“GHM”), and Business in Action magazine (“BAM”). Company shall be responsible for producing, customizing, publishing, and distributing (including by mail, as applicable) print and/or digital editions of its magazines and for providing related marketing services such as postcard mailings.

2.2 Trial issue and term commitment

• No-obligation trial: The first issue of the print edition is a trial. If Customer cancels within five (5) weeks after the first issue has been mailed, Customer pays only the activation fee and for issues already mailed, and the Branded Magazines Services are terminated. Customer must provide written notice to cancel no more than five (5) weeks after the first issue of the print edition has been mailed.
• Services Term: The term for Branded Magazines Services for the print edition is the number of issues set forth on the cover page under “Total Mailings”, beginning with the first mailing cycle following the no-obligation trial. Issues are mailed at the frequency set forth on the cover page under “Recurring Mailing Schedule”.

2.3 Minimum mailing requirement

The minimum number of print edition magazines per issue to be mailed on Customer’s behalf, or shipped directly to Customer as promotional copies, is set forth on the cover page under “Minimum Magazines Per Mailing” per mailing cycle. Customer is charged for at least the Minimum Magazines Per Mailing per mailing cycle. Failure to cancel the print edition prior to the second issue deadline obligates Customer to the Total Mailings.

2.4 No minimum / forgo trial

Customer may elect to not commit to a minimum number of print edition magazines per mailing cycle and forgo the no-obligation trial. In that case the term of the Agreement for the print edition is the Total Mailings, beginning with the first mailing cycle.

2.5 Artwork & production timeline

Production of magazines begins after Customer’s approval of artwork. If Customer does not submit customization requests by the stated deadline for the next distribution, the prior artwork or a default layout will be used.

2.6 Digital edition

If selected by Customer on an applicable Order, digital editions are distributed monthly or bi-monthly depending on the subscription. Company may provide reports to reflect open rates, click rates, and reader engagement. Distribution occurs via email links and is not subject to postal timelines.

2.7 Mailing lists

Customer is responsible for providing complete and accurate mailing lists by the stated deadlines. Lists will be validated against U.S. Postal Service (“USPS”) databases when applicable. Company is not liable for undeliverable pieces due to address errors.

2.8 Payment terms

An activation fee and per-issue charge are required for all magazines. Payment for the first issue is charged automatically thirty (30) days after enrollment, unless the issue mails earlier. For recurring Service, payment must be received prior to production for each issue.

2.9 Delivery & carrier disclaimer

Once magazines are transferred to USPS or another carrier, Company is not responsible for delivery delays, damage, or failure to deliver. Tracking is not guaranteed for each unit mailed.

2.10 Termination

Early cancellation by Customer after the trial period results in an early termination fee equal to fifty percent (50%) of the total remaining charges under the applicable Order, calculated as fifty percent (50%) of the Minimum Magazines Per Mailing at the then-applicable price per issue multiplied by the number of Total Mailings remaining as of the effective date of cancellation, in addition to charges for issues already mailed. Either party may terminate with thirty (30) days’ prior notice at the end of the agreed term. If no notice is given by either party, the Branded Magazines Services renew month-to-month under the same terms.

2.11 Legal compliance

Customer (not Company) is responsible for compliance with all applicable marketing laws, including CAN-SPAM.

2.12 Ownership

As between Customer and Company, Customer retains ownership of all artwork provided by Customer to Company. Company retains ownership of templates and all Company brand assets.

2.13 Limitation of liability

To the maximum extent permitted by law, in no event shall the aggregate liability of Company and its affiliates and suppliers to Customer exceed the amount of fees paid or payable to Company by Customer during the prior thirty (30) day period for Branded Magazines Services. This limitation applies whether a claim arises in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), and even if Company has been advised of the possibility of such claim. This limitation specifically survives a failure of essential purpose of any remedies that may be provided in the Agreement.

2.14 Custom covers; Customer-supplied imagery

Where Customer designs custom magazine covers or supplies photographs or other imagery for use in any Magazine or related print materials, Customer represents and warrants that Customer owns or has a valid license to use all such imagery for the intended print and digital marketing use, and that Customer has obtained written releases from any identifiable individuals appearing in such imagery. Customer shall not upload or submit MLS listing photography or other imagery obtained through an MLS or listing service unless Customer’s applicable MLS license or the photographer’s license expressly permits use of that imagery in Customer’s print marketing; most MLS photo licenses do not permit such use, and Customer is solely responsible for verifying its rights. Company may reject or remove any imagery in its sole discretion but has no obligation to review imagery for rights, releases, or compliance, and Customer’s indemnification obligations under the Master Terms expressly include claims arising out of Customer-supplied imagery.

3.Postcard Services

3.1 Services provided

Company designs, prints, and distributes personalized marketing postcards on behalf of Customer. Company has exclusive control over production workflows and platform integrations. Customer is responsible for the message, images, and list of contacts to which postcards are distributed.

3.2 Design and approval

Customer may use pre-designed templates provided by Company or submit custom artwork. Company is not responsible for content, grammar, or design errors submitted by Customer. If Customer does not submit customization requests by the stated deadline, the prior artwork or a default layout will be used. Customer-supplied photographs and imagery used in postcards are subject to the ownership, license, release, and MLS photography restrictions set forth in Section 2.14, which apply to all print materials.

3.3 Processing and mailing timelines

Orders are processed and queued for printing within two (2) business days of final proof approval. Postcards are typically delivered to USPS within 1 to 2 business days after print completion. First-Class and Standard mail delivery timelines are determined by USPS; Company cannot guarantee delivery dates.

3.4 Mailing lists and accuracy

Customer must submit accurate, complete mailing lists. Company will format and validate lists against USPS standards but is not responsible for bounced or undeliverable mail caused by bad data. Mailing list files must be received prior to production deadlines to avoid mailing delays.

3.5 Tracking and delivery disclaimer

USPS tracking may be provided when available; however, not all postcards receive barcode scans during delivery. Once postcards are accepted by USPS or another carrier, Company is not responsible for the speed, accuracy, or completion of delivery.

3.6 Reprints and errors

Errors caused by Customer submissions (e.g., typos, design issues, or incorrect mailing lists) are not eligible for reprints or refunds.

3.7 Payment terms

Customer will be charged the full cost of postcard Orders, including postage, at the time of final design approval. Payment must be received before postcards enter production. All charges are non-refundable once mailing has been initiated. Customer may pre-pay to receive specified discounts on current or future orders. All pre-payments are non-refundable.

3.8 Adjustment to price per postcard

The price per postcard is subject to increase to reflect any increase in postal expense charged by the USPS or other carrier.

3.9 Legal compliance

Customer (and not Company) is solely responsible for compliance with all laws and regulations governing direct mail, including industry-specific restrictions (e.g., real estate, insurance). Company may suspend or refuse Services for mailings that include prohibited or non-compliant content.

3.10 Limitation of liability

To the maximum extent permitted by law, Company’s aggregate liability shall not exceed the amount of fees paid or payable to Company by Customer for the applicable Postcard Order. This limitation applies regardless of the legal theory of the claim and survives any failure of essential purpose.

4.Social Media Automation Services

4.1 Services provided

Company will provide templated or semi-customized social media content on behalf of Customer to online platforms including, but not limited to, Facebook, Instagram, and LinkedIn. These Services include:

• Scheduling and publishing posts based on the selected plan tier;
• Use of Company-designed content templates that reflect industry-appropriate messaging;
• One round of content edits per post, if requested by Customer; and
• Monthly reporting of engagement metrics (e.g., likes, shares, impressions), if available.

4.2 Customer responsibilities

Customer must provide timely administrative access to its online platform accounts, including credentials, permissions, or Meta Business Suite authorization. Customer shall review and approve post drafts or scheduled posts as required by the content schedule, and notify Company of any requested updates, business changes, or campaigns to be promoted.

4.3 Content and usage rights

Company retains the right to reuse general content templates across accounts. Custom content created specifically for Customer by Company shall be the property of the Customer. Company does not guarantee posting performance or engagement.

4.4 Service delivery and schedule

Post frequency is based on the selected plan (e.g., weekly, bi-weekly). Company will make reasonable efforts to maintain the agreed-upon schedule. Delays caused by Customer (e.g., late approvals or credential issues) may affect posting cadence. Company is not responsible for algorithmic changes or downtime of online platforms.

4.5 Payment terms

Payment is billed monthly in advance to the credit card or payment method on file. Customer authorizes recurring billing for the selected service plan. Failure to pay may result in suspension of Services until the account is brought current.

4.6 Legal compliance and conduct

Customer is responsible for ensuring compliance with online platform terms of use and applicable regulations. Company will not post content that violates community standards, intellectual property laws, or professional conduct expectations. Company may reject content that is inappropriate or legally questionable, as determined in Company’s sole discretion.

4.7 Limitation of liability

Company makes no guarantee regarding social media reach, engagement, or sales conversion. To the maximum extent permitted by law, Company’s aggregate liability shall not exceed the amount of fees paid or payable to Company by Customer for Social Media Automation Services in the thirty (30) days prior to any claim.

5.Email Marketing Services

5.1 Services provided; service models

Company provides email marketing Services under one or both of the following models, as identified on an applicable Order: (a) “Self-Serve”, in which Company provides Customer with access to Company’s email marketing platform (including the platform currently branded as Email Studio), through which Customer builds, schedules, and sends email campaigns to Customer’s contacts, using Customer-created content, Company templates, or AI-generated content produced within the platform (subject to the AI-Generated Content provisions of the General Terms); and (b) “Managed”, in which Company creates custom-branded email templates and schedules and deploys campaigns on Customer’s behalf. For Self-Serve campaigns, Customer is the sender of each campaign and is solely responsible for campaign content, recipient selection, and send timing. Analytics and performance reporting (such as delivery, open, and click metrics) are made available through the platform as processed and may be estimated, delayed, or affected by recipient mail systems and privacy features; Company does not guarantee the accuracy or completeness of engagement metrics. For Managed campaigns, campaigns are typically deployed within 2 to 3 business days of final content approval.

5.2 Customer responsibilities

Customer shall send only to email lists for which Customer has valid opt-in consent and must ensure all data used in campaigns has been lawfully acquired, as further described in Section 5.3 and the Customer-Provided Lists provisions of the General Terms. Customer agrees not to send prohibited content, as determined in Company’s sole discretion, including but not limited to: adult content, hate speech, or phishing attempts.

5.3 Prohibited conduct; permitted lists

Customer agrees not to:

• Send unsolicited bulk email (“spam”);
• Send email to purchased, rented, or harvested email lists, including contact lists purchased from Company under the Data Purchasing & Enrichment Services or Likely to Move Services, unless the recipient has independently provided Customer with opt-in consent to receive email from Customer, as further described in Section 5.3.1;
• Violate applicable laws (including CAN-SPAM and privacy laws);
• Send misleading subject lines, use false sender identification, or omit or obscure unsubscribe links; or
• Remove, relocate, alter, or suppress any unsubscribe link, list identification, or compliance footer inserted by Company.

Violation of this section may result in immediate suspension or termination of Customer’s account without any refund.

5.3.1 Permitted channels for Company-provided data

Contact data provided by Company under the Data Purchasing & Enrichment Services (Section 9) and the Likely to Move Services (Section 6) is licensed for use in direct mail and print marketing channels (such as magazines and postcards) and, where expressly permitted on an applicable Order, in digital advertising audiences. Company-provided contact data is not licensed for use in email or text message campaigns unless and until the individual recipient has independently provided Customer with the legally required consent for that channel (opt-in consent for email; prior express written consent for text messages), obtained by Customer separately from the purchase of the data. Company’s platforms may decline to send, or may suppress, campaigns directed to Company-provided data lists that lack the required consent, but any such control is a courtesy and does not transfer responsibility from Customer to Company.

5.4 Sending infrastructure; deliverability; suspension

Company may provision sending domains, subdomains (including subdomains of Company-controlled domains such as reminderdirect.com), IP addresses, authentication records, and related sending and reputation infrastructure for use with Customer’s campaigns (collectively, “Sending Infrastructure”). All Sending Infrastructure is and remains the property of Company (or its providers), is licensed to Customer only for use within the Services during the term of the applicable Order, is not transferable, and may be modified, reassigned, or reclaimed by Company at any time, including upon termination. Company manages sending reputation across its Sending Infrastructure and may, in its sole discretion and with or without prior notice, throttle, delay, suspend, or block any campaign or Customer’s sending privileges based on bounce rates, spam-complaint rates, blocklistings, recipient or mailbox-provider feedback, list quality signals, or other deliverability or compliance concerns, and any such action shall not constitute a breach of the Agreement or entitle Customer to a refund. Company automatically inserts and controls the placement, form, and operation of unsubscribe links and related compliance elements in all campaigns sent through the platform, and processes unsubscribe requests on Customer’s behalf within the platform; Customer shall honor all such unsubscribes across all of Customer’s email marketing, including marketing conducted outside the Services. Company does not guarantee deliverability to any inbox, and delivery rates may vary and are subject to third-party filtering.

5.5 Data handling

Company will use lists provided by Customer solely for the purposes of satisfying its obligations under the Agreement and will not sell any such information to any third parties or, except in connection with providing Services through parties obligated to keep such information confidential, share such information with any third party.

5.6 Payment terms

Service fees are charged automatically to the payment method on file per the cadence set forth on the applicable Order or at checkout. Customer agrees to pay for any applicable overages or add-ons ordered by Customer. Fees are non-refundable once campaigns have been sent.

5.7 Limitation of liability

To the maximum extent permitted by law, Company’s aggregate liability shall not exceed the amount of fees paid or payable to Company by Customer for Email Marketing Services in the thirty (30) days prior to any claim.

6.Likely to Move (Predictive Analytics Services)

6.1 Services provided

Company will provide a proprietary list of contacts identified as “likely to move” using predictive modeling based on behavioral, transactional, and demographic data. This data is provided for marketing purposes only and may be used to support campaigns facilitated by Company.

6.2 Data use and ownership

Customer is granted a non-transferable, limited license to use the provided data for its own direct marketing. The data may not be shared, sold, licensed, or otherwise disclosed to third parties without written permission from Company. Company retains ownership of all data and methodology used to generate the predictive lists.

6.3 Data refresh and accuracy

Data is refreshed monthly based on updated model inputs. Company does not guarantee accuracy or outcomes from the use of the data. Customer understands that predictions represent probabilities, not certainties, and accepts all risk associated with reliance on these predictions.

6.4 Delivery format and timing

Data will be delivered electronically in a secure format (e.g., CSV or spreadsheet) and may also be integrated directly into marketing platforms offered by Company. Initial data sets will be delivered within five (5) business days of enrollment. Ongoing updates will follow a monthly cadence, unless otherwise specified.

6.5 Payment terms

The Service is billed monthly unless otherwise indicated in an applicable Order. Customer agrees to recurring billing using the payment method on file. Payment is due in full prior to delivery of each data refresh.

6.6 Legal compliance

Customer must comply with all applicable laws and industry regulations when using the data, including federal and state advertising and privacy laws. Company reserves the right to suspend Service if Customer misuses data or violates applicable law.

6.7 Limitation of liability

Company shall have no liability for any economic loss resulting from Customer’s use or interpretation of predictive data. To the maximum extent permitted by law, Company’s aggregate liability shall not exceed the amount of fees paid or payable to Company by Customer for Predictive Analytics Services in the thirty (30) days prior to any claim.

7.MLS Integration Services

7.1 Services provided

Company shall provide integration with Multiple Listing Service (“MLS”) platforms for the purpose of syncing active listings, automating campaign content, and enhancing personalized marketing efforts across print and digital channels. Services may include:

• Active listing imports and display;
• MLS-based personalization in magazines, postcards, emails, or digital ads; and
• Updates to property data as listings change status (e.g., pending, sold).

7.2 Eligibility requirements

Customer must be an actively licensed real estate professional in good standing with the applicable MLS. Customer is solely responsible for obtaining and maintaining MLS credentials and complying with its MLS membership agreement. Company may request proof of eligibility before activating or continuing MLS-connected Services.

7.3 Data usage & restrictions

MLS data will be used only to fulfill Customer’s marketing campaigns facilitated through Company platforms. Company will not resell or distribute MLS data to any third party, nor use it for purposes outside the scope of the Agreement. Use of MLS data is governed by the terms set forth by each MLS board, and Customer agrees to comply with such terms at all times.

7.4 Availability and limitations

Availability of MLS integration depends on geographic location, MLS board participation, and technical compatibility. Company makes no guarantee of coverage in all markets. Company is not liable for downtime, outages, or policy changes imposed by MLS providers that may restrict access or functionality.

7.5 Customer responsibilities

Customer must provide accurate login credentials, authorization, and/or data access tokens where necessary. Customer is responsible for ensuring its MLS data is accurate and current. Any delays or service interruptions caused by incorrect information or access limitations are not the responsibility of Company.

7.6 Payment and fees

MLS integration Services may be included as part of a larger marketing package or billed as an add-on feature. Customer agrees to pay all applicable fees as outlined in an applicable Order.

7.7 Limitation of liability

Company does not guarantee uninterrupted access to MLS data or specific campaign results. Company is not responsible for changes in MLS policy or coverage. To the maximum extent permitted by law, Company’s aggregate liability shall not exceed the amount of fees paid or payable to Company by Customer for MLS Integration Services in the thirty (30) days prior to any claim.

8.Digital Advertising Management Services (Meta, Google & Other Platforms)

8.1 Services provided

Company will provide digital advertising management services on third-party advertising platforms, which may include Meta (Facebook and Instagram), Google, and any other advertising, search, social media, or AI platform identified on an applicable Order (each, an “Advertising Platform”), which may include:

• Campaign strategy, ad setup, and targeting;
• Ad copy, image, and creative design (including AI-assisted creative, subject to the AI-Generated Content terms below);
• A/B testing and ongoing performance optimization;
• Landing pages and lead capture forms;
• Management of budgets and performance analytics; and
• Access to performance reports, including metrics such as impressions, clicks, conversions, and leads.

8.2 Customer responsibilities

Customer must provide full administrative access to its accounts on the applicable Advertising Platform, including advertising permissions, where required for Company to provide the Services. Unless otherwise stated on an applicable Order, ad spend is paid directly by Customer to the Advertising Platform and is separate from Company’s Service fees. Customer is responsible for timely feedback and approval of ads or revisions.

8.3 Service standards

Campaign setup will begin within five (5) business days of receiving all necessary access and assets. Ads will be monitored and optimized at least weekly. Monthly reporting will be delivered within the first week of the following month.

8.4 Billing and payment

A management fee will be billed in accordance with the schedule of the customer agreement, in advance, using Customer’s payment method on file. All fees are non-refundable once campaigns have launched. Service fees do not include Advertising Platform ad spend unless expressly stated on an Order. Customer may pre-pay for specified discounts. All pre-payments are non-refundable. Company is not responsible for ads not running due to payment issues, missing access, or pending verifications.

8.5 Legal compliance and platform limitations

Company will not manage or publish ads that violate the advertising policies of the applicable Advertising Platform, as determined in Company’s sole discretion. Customer content must comply with applicable laws and industry regulations, including industry-specific advertising rules applicable to Customer’s profession (e.g., real estate license advertising requirements, fair housing laws, and insurance and financial services advertising regulations). Company is not liable for account bans, disapprovals, or rejected ads due to content issues or Advertising Platform policy changes, or for changes to Advertising Platform features, targeting options, pricing, or availability.

8.6 Lead generation and lead data

Campaigns may generate “Leads”, meaning contact information and responses submitted by consumers through lead forms, landing pages, chat experiences, or other lead capture mechanisms operated in connection with the Services. Company will make Lead information available to Customer as it is received. Leads are provided “AS IS”: consumers self-report their information, and Company does not verify and does not guarantee the volume, quality, accuracy, deliverability, contactability, exclusivity (unless expressly stated on an Order), or conversion of any Lead, and no refunds or credits will be issued based on Lead quality, volume, or outcomes. Customer’s use of Leads is subject to the following: (a) Customer may use Leads solely for its own business and may not sell, rent, share, or transfer Leads to any third party; (b) Customer is solely responsible for contacting Leads in compliance with all applicable laws, including the TCPA, Do Not Call requirements, CAN-SPAM, and applicable state privacy and telemarketing laws, and Customer acknowledges that the scope of any consent given by a consumer on a lead form may be limited to the specific consent language presented, which Customer is responsible for reviewing and honoring; (c) Customer shall promptly honor all opt-out and do-not-contact requests received from Leads; (d) Lead information constitutes personal information, and Customer is responsible for handling it in accordance with applicable privacy laws and Customer’s own privacy notices; and (e) Customer shall comply with all applicable Advertising Platform terms governing lead ads and lead data. Customer’s indemnification obligations under the Master Terms expressly include claims arising out of Customer’s use or misuse of Leads.

8.7 Limitation of liability

Company does not guarantee specific ad performance, outcomes, or Lead volume or quality. Company is not liable for third-party platform outages, algorithm changes, or ad delivery issues. To the maximum extent permitted by law, Company’s aggregate liability shall not exceed the amount of fees paid or payable to Company by Customer for the Digital Advertising Management Services in the thirty (30) days prior to any claim.

9.Data Purchasing & Enrichment Services

9.1 Services provided

Company may provide Customer with access to or delivery of third-party sourced contact and profile data, including purchased contact data lists, to supplement Customer’s records for direct marketing use (collectively, “Enrichment Data”). Company may provide or refuse to provide Enrichment Data if Company determines that providing such data may result in a violation of any statute, rule, order, or other law or regulation. Company will deliver Enrichment Data in a secure electronic format (e.g., CSV or spreadsheet) and may apply demographic, behavioral, or geographic filters, as specified in an applicable Order. Enrichment Data is provided solely for Customer’s own lawful marketing use. Unless otherwise noted on an Order, initial data sets will be delivered within five (5) business days of Order completion.

9.2 Permitted uses

Customer is granted a limited, non-transferable, non-sublicensable license to use Enrichment Data solely for Customer’s own direct marketing and customer relationship management purposes in connection with the Services and strictly in compliance with the Agreement and any applicable Order. Enrichment Data may not be used for any other purpose.

9.3 Prohibited uses and conduct

Customer shall not use, and shall not permit any third party to use, Enrichment Data for any non-marketing purpose, including without limitation:

• Determining a consumer’s eligibility for credit, loans, or other extensions of credit;
• Insurance underwriting, rating, eligibility, or pricing decisions;
• Employment decisions (including but not limited to hiring, promotion, discipline, or termination);
• Housing decisions (including rental, lease, purchase, or related qualifications);
• Background checks or tenant screening;
• Any purposes that qualify as “permissible purposes” under the Fair Credit Reporting Act (“FCRA”) or any analogous federal, state, or local laws, or that otherwise trigger or implicate the FCRA or any analogous federal, state, or local laws; or
• Any other decisions producing legal or similarly significant effects on an individual or consumer.

Customer acknowledges and agrees that any such uses are expressly prohibited and outside the scope of the Agreement and any Order.

9.4 FCRA and consumer reporting disclaimer

Company is not a consumer reporting agency and does not compile or furnish consumer reports or investigative consumer reports, as those terms are defined under the FCRA or similar laws. Enrichment Data is not intended to be and shall not be used as a factor in establishing a consumer’s eligibility for credit, insurance, employment, housing, or any other purpose regulated by the FCRA or analogous laws. Customer expressly acknowledges and agrees that Customer shall not represent that Enrichment Data is a consumer report or that Company is a consumer reporting agency.

9.5 Sensitive personal data excluded

Company does not knowingly provide Enrichment Data that includes sensitive personal data such as, but not limited to, government identifiers (e.g., Social Security numbers), financial account numbers, payment card information, precise geolocation, health or medical information, biometric identifiers, or other special categories of data subject to heightened protections under applicable law (collectively, “Sensitive Data”). Customer agrees not to request or attempt to obtain Sensitive Data through the Services and not to combine Enrichment Data with Sensitive Data for any purpose prohibited by the Agreement or any Order. Customer expressly acknowledges and agrees that if Customer discovers or identifies any Enrichment Data or other data containing Sensitive Data, Customer shall (i) immediately notify Company; (ii) promptly cease all use of the affected Enrichment Data; (iii) securely delete or destroy all copies, extracts, derivatives, and backups in its possession or control, except to the limited extent retention is required by applicable law; and (iv) upon Company’s request, certify such deletion in writing.

9.6 Data sources; no warranties; disclaimers

Customer acknowledges and understands that Enrichment Data may be sourced from third-party providers and may contain inaccuracies or may not be complete, current, or error-free. Company does not warrant the accuracy, completeness, timeliness, or performance of Enrichment Data, does not guarantee response rates or delivery results from list use, and disclaims all warranties to the fullest extent permitted by the Agreement. Company will not be liable for any decisions or outcomes based on Customer’s use of Enrichment Data.

9.7 Legal compliance

Customer is solely responsible for complying with all applicable federal, state, and local laws, rules, regulations, and orders governing the collection, use, sharing, and marketing use of personal information, including but not limited to the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., as amended (“TCPA”), the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq., as amended, Do Not Call registry requirements, and any other applicable U.S. federal or state laws, rules, regulations, or orders concerning privacy or data security (collectively, the “Applicable Laws”), and any industry-specific marketing restrictions. Customer is solely responsible for providing all required notices and obtaining all necessary consents, permissions, and opt-ins for the intended marketing use of Enrichment Data. Customer is solely responsible for honoring all opt-out, unsubscribe, “do not contact,” and suppression obligations and maintaining accurate suppression lists. Customer is solely responsible for ensuring that its use of Enrichment Data does not contravene the FCRA or any analogous laws and is limited to permitted marketing uses. Customer shall be solely responsible for ensuring all contractors and subcontractors comply with the Applicable Laws and shall require all contractors and subcontractors to enter into agreements containing protections and privacy requirements at least as comprehensive as those contained in the Agreement. Customer acknowledges and agrees that Company may suspend or refuse Services if Company determines in its sole discretion that Customer uses or intends to use Enrichment Data in violation of the Applicable Laws, or in violation of the Agreement or any Order.

9.8 Data sharing and resale restrictions

Customer may not resell, sublicense, redistribute, publish, or otherwise disclose Enrichment Data to any third party, except to Customer’s service providers solely as necessary to facilitate Customer’s permitted marketing use under the Agreement or any applicable Order and only under written obligations at least as protective as this provision.

9.9 Data retention and deletion

This section applies to Enrichment Data that Customer exports, downloads, or otherwise maintains outside of Company’s platforms and hosted Services (“Exported Data”). Customer may retain Exported Data only for so long as necessary to fulfill the permitted marketing purpose for which it was provided, and in all events no longer than twelve (12) months from delivery (the “Retention Period”), unless otherwise required by law or expressly authorized in writing by Company. Upon the earliest of (i) completion of the permitted purpose, (ii) expiration of the Retention Period, or (iii) termination of the applicable Order or the Agreement, Customer shall promptly cease all use of Exported Data and securely delete or destroy all copies, extracts, derivatives, and backups in its possession or control, except to the limited extent retention is required by applicable law; any retained Exported Data remains subject to the Agreement until permanently deleted, and upon Company’s request Customer shall certify such deletion in writing. Enrichment Data that remains within Company’s platforms and hosted Services (including data appended to contact records maintained in Company’s customer relationship tools) is not subject to the Retention Period while it remains within such platforms; such data is managed by Company, remains subject to the use restrictions of this Section 9 at all times, and will be deleted or deactivated by Company in accordance with Company’s data practices, including following termination of the applicable Order or the Agreement. Exporting such data from Company’s platforms causes it to become Exported Data subject to the Retention Period from the date of export.

9.10 Security; handling; appropriate safeguards

Customer must implement appropriate administrative, technical, and physical safeguards to protect Enrichment Data from unauthorized access, use, disclosure, alteration, or destruction, and shall promptly notify Company of any suspected or actual unauthorized access or breach impacting Enrichment Data obtained through the Services.

9.11 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNEES) TO CUSTOMER EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO COMPANY BY CUSTOMER IN THE PREVIOUS TWELVE (12) MONTHS FOR THE DATA THAT IS THE SUBJECT OF ANY CLAIM. THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THE AGREEMENT.

9.12 Fees; finality; non-refundable

Payment for Enrichment Data is due at the time of Order, or within the timeframe prescribed in the applicable Order. Customer acknowledges and agrees that all purchases of Enrichment Data are final and non-refundable.

9.13 Survival

In addition to the other survival obligations of the Agreement and any applicable Order, the obligations in this section (including but not limited to restrictions on use, Sensitive Data limitations, legal compliance, security, retention and deletion, disclaimers, and indemnification) shall survive any expiration or termination of the applicable Order or the Agreement to the extent necessary to give them full force and effect.

10.Website Services

10.1 Services provided; hosting models

Company will design, build, and maintain a website for Customer (a “Customer Website”), which may include design templates, custom or AI-generated content and imagery, contact and lead capture forms, blog or content publishing features, integration with other Services (such as MLS listing displays, email marketing, and digital advertising landing pages), and related maintenance and management, as identified on an applicable Order. Website Services are provided under one of two models, as specified on the applicable Order: (a) “Company-Hosted”, in which the Customer Website is hosted on Company’s or its hosting providers’ infrastructure and is provided as a hosted service, licensed, not sold, in accordance with the Master Terms; or (b) “Customer-Hosted”, in which the Customer Website is hosted on hosting infrastructure selected, contracted, and paid for by Customer, and Company provides website management services (such as content updates, design maintenance, and technical administration) on Customer’s hosting environment.

10.2 Customer responsibilities and content

Customer shall provide, and is responsible for the accuracy, completeness, and lawfulness of, all Customer-supplied content, branding, photographs, biographical information, license and brokerage identifiers, disclosures, and other materials displayed on the Customer Website. Customer shall review and approve the Customer Website prior to launch, and thereafter content updates are governed by the Content Review; Deemed Approval provisions of the General Terms. Customer is solely responsible for ensuring that the Customer Website, as used and operated by Customer, complies with all laws and rules applicable to Customer and Customer’s profession, including real estate license advertising and team advertising requirements, fair housing laws, MLS and association rules, and insurance and financial services advertising regulations. AI-generated website content is subject to the AI-Generated Content provisions of the General Terms.

10.3 Hosting; availability; maintenance

For Company-Hosted websites, Company will use commercially reasonable efforts to make the Customer Website available in accordance with the availability provisions of the Master Terms. Availability may be affected by planned maintenance, updates, and circumstances outside Company’s reasonable control, including outages of hosting, DNS, content delivery, or other third-party infrastructure providers. Company does not guarantee any specific uptime percentage and is not liable for downtime, data loss, or unavailability caused by third-party providers. Company may perform backups as a courtesy but does not guarantee the availability or completeness of any backup. For Customer-Hosted websites: (a) Customer is solely responsible for selecting, contracting with, and paying its hosting provider, and for the availability, performance, capacity, security, backup, and configuration of the hosting environment; (b) Customer shall provide Company with the access, credentials, and permissions reasonably necessary for Company to perform the management services, and Company is not responsible for delays or inability to perform caused by missing, revoked, or insufficient access or by limitations of Customer’s hosting environment; (c) Company is not responsible for downtime, data loss, security incidents, or other issues arising from Customer’s hosting environment or hosting provider; and (d) Company’s responsibility is limited to the management services expressly described on the applicable Order, performed in a commercially reasonable manner.

10.4 Domain names

Domain names used with Customer Websites are governed by the domain name provisions of the Master Terms. Customer is responsible for all registration and renewal fees for domains. For a Company Provided Domain registered on Customer’s behalf, Company will, upon Customer’s written request following termination and payment of all outstanding amounts, reasonably cooperate to transfer the domain registration to Customer at Customer’s cost, to the extent permitted by the applicable registrar.

10.5 Forms, leads, and visitor data

Contact information and inquiries submitted by visitors through forms on the Customer Website constitute Leads and are subject to the Lead Generation and Lead Data provisions of Section 8.6, including Customer’s obligations regarding lawful contact, opt-outs, and privacy handling. Customer is responsible for maintaining and displaying its own privacy policy and any legally required notices or consent mechanisms (including cookie or tracking disclosures) on the Customer Website for data collected from Customer’s visitors, and for honoring privacy rights requests from its visitors.

10.6 Accessibility

Company follows commercially reasonable practices in the design of Customer Website templates, but Company does not represent, warrant, or guarantee that any Customer Website complies with the Americans with Disabilities Act, WCAG standards, or any other accessibility law, standard, or guideline. Customer is solely responsible for determining the accessibility requirements applicable to Customer’s business and for requesting, implementing, and paying for any accessibility measures, tools, or remediation Customer requires. Company does not provide legal advice regarding accessibility compliance.

10.7 Search engines and performance

Company makes no representation, warranty, or guarantee regarding search engine indexing, rankings, traffic, lead volume, or any other performance outcome of a Customer Website. Search engine algorithms, indexing behavior, and third-party directory listings are outside Company’s control.

10.8 Ownership and license

As between the parties, Customer retains ownership of Customer-supplied content and Customer’s trademarks. Company and its licensors retain all right, title, and interest in and to the website platform, themes, templates, designs, layouts, code, tools, and systems used to build and operate Customer Websites, and in Company Content displayed on the Customer Website, all of which are licensed to Customer only for the term of the applicable Order in accordance with the Master Terms, regardless of whether the Customer Website is Company-Hosted or Customer-Hosted. Customer may not copy, scrape, export, or replicate the Customer Website design, theme, or code for use outside the Services, and for Customer-Hosted websites, Customer’s license to Company’s themes, templates, designs, code, and Company Content deployed to Customer’s hosting environment ends upon termination of the applicable Order.

10.9 Payment; term; effect of termination

Website Services are billed as set forth on the applicable Order or at checkout, which may include a setup fee and recurring monthly or annual fees charged to the payment method on file, subject to the auto-renewal provisions of the General Terms. Fees for Website Services do not include third-party hosting, domain registration, or plugin or license fees payable by Customer to third parties, unless expressly stated on the applicable Order. Upon termination or expiration of the applicable Order: (a) for Company-Hosted websites, Customer’s license to the Customer Website ends and Company may take the Customer Website offline and cease hosting; and (b) for Customer-Hosted websites, Company’s management services cease, Customer’s license to Company’s themes, templates, designs, code, and Company Content ends, and Customer shall, upon Company’s request, remove or permit Company to remove such Company materials from Customer’s hosting environment. Upon Customer’s written request made within thirty (30) days after termination, Company will provide Customer with a commercially reasonable export of Customer-supplied content (such as text and images provided by Customer); Company has no obligation to provide the website theme, template, design, or code, or Company Content.

10.10 Limitation of liability

To the maximum extent permitted by law, Company’s aggregate liability arising out of or relating to Website Services shall not exceed the amount of fees paid or payable to Company by Customer for the Website Services in the thirty (30) days prior to any claim. This limitation applies regardless of the legal theory of the claim and survives any failure of essential purpose.

11.General terms and conditions applicable to all Services

11.1 Services term

The initial term for Services begins on the Effective Date and continues for the duration indicated on the applicable Order. Upon completion of the initial term, the Services will continue based on the period selected, either monthly (by default), bi-monthly, or as otherwise specified, on an Order-by-Order basis, unless and until terminated.

11.2 Payment terms

Payment for all products and services is due in full at the time of order and will be billed on the cadence specified in the applicable Order Form. Company will provide the Services in a commercially reasonable manner consistent with applicable industry standards.

11.3 Change management

Company may revise pricing, features, or terms of service with thirty (30) days’ prior written notice to Customer.

11.4 Data security & privacy

Company shall maintain appropriate administrative, technical, and physical safeguards for Customer data in compliance with applicable privacy regulations (including CCPA and GDPR, where applicable).

11.5 Performance standards

Company will make reasonable efforts to fulfill Services within standard operational timeframes, including 2 to 3 business days for processing and 1 business day for support responses.

11.6 Refund policy

Refunds shall not be issued for dissatisfaction, errors caused by incorrect Customer submissions, or third-party delays. Credits or reprints may be issued for verifiable Company error.

11.7 Force majeure

Neither party shall be held liable for delays or failure to perform due to acts beyond their control, including natural disasters, internet outages, labor strikes, pandemics, or acts of government.

11.8 Third-party services

Company is not responsible for outages, limitations, or changes from third-party platforms, including USPS, Facebook, or MLS providers.

11.9 Legal compliance

Customer is responsible for compliance with all applicable marketing, data, and advertising laws.

11.10 Dispute resolution

If any dispute arises between the parties in connection with the Agreement, such dispute shall be presented to the respective senior executives of Company and Customer for their consideration and resolution. Company and Customer thereafter agree to first mediate any dispute or claim arising between them out of the Agreement. Mediation fees, if any, shall be divided equally among the parties involved. All disputes not resolved through mediation shall be decided by neutral, binding arbitration. If any party commences an arbitration proceeding without first attempting to resolve the matter through mediation, that party shall not be entitled to recover attorney fees, even if that party would otherwise be entitled to do so. The substantially prevailing party in any litigation arising under the Agreement shall be entitled to recover reasonable attorney fees.

11.11 Governing law

The Agreement shall be construed under the laws of the Commonwealth of Pennsylvania, without reference to principles of conflicts of laws.

11.12 Master Terms and Conditions

The parties agree Customer shall be bound by the Master Terms at remindermedia.com/terms-of-service, which may be updated by Company from time to time. The Master Terms in place at the time that Customer receives any Services shall apply. Company shall use commercially reasonable efforts to provide notice to Customer of any changes to the Master Terms; provided that Customer is ultimately responsible for reviewing the Master Terms from time to time for any changes applicable to Services to be provided by Company.

11.13 Miscellaneous

The headings in this Services Agreement are inserted solely for convenience and should not be used in interpreting any of its provisions. No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver of any other right, power, or remedy. The Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. Customer shall not assign the Agreement, by operation of law or otherwise, without the prior written consent of Company, which shall not be unreasonably withheld or delayed.

11.14 Adjustment to price per product

The price per product shall be subject to increase to reflect any increase in costs incurred by Company from third-party vendors, suppliers, or carriers in connection with the production, distribution, or delivery of the product. Such cost increases may include, without limitation, postage or shipping charges imposed by the USPS or any other carrier, printing and paper costs, ink or material costs, technology or platform fees, and any other expenses directly impacting the production or fulfillment of the product. Company will provide notice of any such price adjustment prior to the effective date of the change.

11.15 Auto-renewal of Services

All products and services provided under this Agreement are subject to automatic renewal upon the expiration of the applicable term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term. Upon renewal, Customer may elect to renew for (a) a discounted term as offered by Company at the time of renewal, or (b) a month-to-month term. Renewals will be billed at the then-current rate for the applicable product or service as disclosed by Company at or before the time of renewal, unless otherwise agreed in writing. Where required by applicable law, Company will provide Customer with a renewal reminder notice before the first renewal charge. Customer may cancel an upcoming renewal through the same means used to enroll or by contacting Company at the contact information set forth in the Master Terms, and cancellation will be effective at the end of the then-current term.

11.16 Term (add-ons)

The term of other Add-On services, including digital editions of ALM, GHM, BAM, and SH, shall commence upon selection by Customer and each such Add-On service shall continue unless terminated upon notice of not less than thirty (30) days provided by Customer or Company.

11.17 Services based upon information provided by Customer

The Services to be provided by Company are dependent upon the accuracy, completeness, and timeliness of the information (including contact names and associated addresses) provided to Company by Customer. Company shall have no responsibility in the event that any reasonably necessary information is not provided in a timely manner or is inaccurate or incomplete. Company will provide the Services in a commercially reasonable manner consistent with applicable industry standards. However, Company makes no representation, warranty, or guarantee, express or implied, regarding the outcome, success, or results of any Services, including but not limited to increased sales, customer engagement, return on investment, or other business performance metrics. Customer acknowledges that marketing outcomes are influenced by numerous factors outside Company’s control, and Customer assumes all risk associated with the use of the Services, including reliance on any data, analytics, or recommendations provided by Company.

11.18 Trademarks

Customer agrees that all right, title, and interest in and to all trademarks, logos, and service marks of Company or related to ALM, GHM, BAM, or SH displayed in ALM, GHM, BAM, or SH are owned, controlled, or licensed by Company.

11.19 Credit card information; charge authorization

Customer authorizes Company to store Customer’s credit card or other payment method details for payments of agreed-upon services. Customer permits Company to charge the stored payment method for recurring, one-time, and additional service-related fees for any Services ordered by Customer by any means (including written or electronic order forms, online or in-account orders, and telephonic, email, or other electronic enrollments), whether or not a separate written order form exists for the specific product or service. For Services ordered without a written order form, Customer’s authorization to charge the payment method on file is established by Customer’s enrollment or purchase request and is evidenced by Company’s enrollment record, order confirmation, or invoice setting forth the product, price, and billing cadence. Company will inform the Customer of any charges made, including service details. For recurring fees, Customer will be billed per the agreed frequency and amount, with prior notification of any changes. Customer agrees to update any changes to payment information promptly. This authorization remains valid until the Customer cancels it in writing. Any disputes over charges should be addressed to Company, subject to its refund policy.

11.20 Regulation

Customer is solely responsible for complying with local, state, and federal laws, including industry standards governing related marketing, including the CAN-SPAM Act. Customer is responsible for managing Customer’s ordered magazines and other distributions pursuant to Add-On services and ensuring that Customer complies with all necessary local, state, and federal laws.

11.21 Taxes

All fees for Services are exclusive of taxes. Customer is responsible for the payment of all sales, use, excise, and other taxes and duties, however designated, whether national, state, or local, which are levied or imposed in connection with the Services or Company’s performance under the Agreement, excluding taxes on Company’s income. Where Company is required by law to collect such taxes, the applicable taxes will be calculated based on the product or service and the applicable delivery or service address and added to Customer’s invoice or charge at the applicable rate.

11.22 Text messaging (SMS/MMS) services

Any Service may include the sending of text (SMS/MMS) messages to Customer’s contacts on Customer’s behalf. Customer represents and warrants that, before any text message is sent to a contact on Customer’s behalf, Customer has obtained the recipient’s prior express written consent, satisfying the TCPA and applicable state telemarketing and privacy laws, to receive marketing text messages from or on behalf of Customer, and that such consent has not been revoked. Customer is solely responsible for: (a) maintaining records evidencing each recipient’s consent and providing such records to Company upon request; (b) promptly honoring all opt-out requests (including “STOP” replies) and maintaining accurate suppression lists; (c) complying with all applicable calling-time, frequency, content, identification, and disclosure requirements under the TCPA, analogous state statutes, and applicable carrier and industry guidelines (including CTIA messaging principles and applicable campaign registration requirements); and (d) screening contacts against the National Do Not Call Registry and applicable state registries where required. Company may require proof of consent before sending any campaign, may include mandatory opt-out language in messages, and may suspend or refuse text messaging Services for any campaign that Company determines, in its sole discretion, may violate applicable law or carrier requirements. Message and data rates may apply to recipients. Customer’s indemnification obligations under the Master Terms expressly include claims arising out of text messages sent at Customer’s direction or using contacts or consents provided by Customer.

11.23 Personal information processing; service provider terms

To the extent Customer provides Company with personal information about Customer’s contacts, including mailing lists, email lists, and phone numbers (“Customer Personal Information”), Company acts as a “service provider” or “processor” as those terms are defined under applicable U.S. state privacy laws, including the California Consumer Privacy Act as amended (“CCPA”). With respect to Customer Personal Information, Company shall: (a) process it solely to provide the Services and for the business purposes described in the Agreement, and not for any other commercial purpose; (b) not sell or share it, as those terms are defined under the CCPA; (c) not retain, use, or disclose it outside the direct business relationship between the parties, except as permitted by applicable law; (d) not combine it with personal information received from other sources, except as permitted for service providers under applicable law; (e) notify Customer if Company determines it can no longer meet its obligations under applicable privacy laws, and permit Customer to take reasonable and appropriate steps to stop and remediate unauthorized use; (f) reasonably assist Customer in responding to verified consumer rights requests concerning Customer Personal Information; and (g) require any subcontractor processing Customer Personal Information on Company’s behalf to be bound by obligations at least as protective as this section. Company certifies that it understands and will comply with the restrictions in this section. Customer remains responsible for providing all required privacy notices to, and maintaining a lawful basis to process the personal information of, its contacts.

11.24 Late payments; collections

If any payment is not received when due, Company may suspend Services until the account is brought current. Company may charge interest on past-due amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, and Customer shall be responsible for Company’s reasonable costs of collection, including attorneys’ fees and collection agency fees.

11.25 AI-generated content

Certain Services allow Customer to generate, or include Company’s generation of, content using artificial intelligence tools, including magazine content, articles, social media posts, email copy, ad creative, website content, and images (“AI-Generated Content”). Customer acknowledges that AI-Generated Content is produced by automated systems and may contain inaccuracies, errors, omissions, or content that is out of date, and that similar or identical content may be generated for other customers. Customer is solely responsible for reviewing, editing, and approving all AI-Generated Content before it is printed, published, posted, sent, or otherwise distributed, and Customer’s approval (or failure to timely reject content by the applicable production deadline) constitutes Customer’s acceptance of the content as distributed. Company makes no representation, warranty, or guarantee regarding the accuracy, completeness, originality, non-infringement, or fitness for a particular purpose of any AI-Generated Content. AI-Generated Content does not constitute legal, financial, real estate, insurance, tax, or other professional advice. Customer is solely responsible for ensuring that all AI-Generated Content distributed by or on behalf of Customer complies with applicable laws and industry-specific advertising and communication rules applicable to Customer’s profession, including real estate license advertising requirements, fair housing laws, MLS rules, and insurance and financial services advertising and communication regulations. As between the parties, and subject to the Master Terms and third-party rights, Customer may use AI-Generated Content created for Customer for Customer’s own marketing purposes; Company retains all rights in its templates, prompts, models, tools, and systems. Certain Services may also permit AI-based generation, alteration, enhancement, or editing of photographs and other imagery. Customer acknowledges that certain laws, MLS rules, association rules, and industry regulations restrict or prohibit the use of altered, enhanced, or artificially generated imagery in certain contexts (including listing photography and property depictions) or require disclosure when imagery has been digitally altered or virtually staged. Customer is solely responsible for knowing and complying with the rules and regulations applicable to Customer’s use of AI-generated or AI-altered imagery, for providing any required disclosures, and for not using AI-altered imagery where prohibited. Company does not monitor Customer’s use of AI imagery tools for regulatory compliance.

11.26 Market data and insights

Certain Services may include market data, statistics, analytics, or other data-driven insights, including data displayed in, or printed as part of, magazines, postcards, emails, or digital content (“Market Data”). Market Data may be obtained from third-party sources, may be estimated or modeled, and may not be accurate, complete, or current. Market Data is provided for general informational and marketing purposes only, does not constitute investment, real estate, financial, or other professional advice, and should not be relied upon as the basis for any transaction or decision. Company makes no representation, warranty, or guarantee regarding Market Data, and Company shall have no liability for any decision made or action taken by Customer, Customer’s contacts, or any third party in reliance on Market Data. Customer is responsible for reviewing and approving Market Data included in Customer’s materials prior to printing or distribution in accordance with the applicable production timeline.

11.27 Customer-provided lists; no verification obligation

Where Customer provides its own mailing lists, email lists, phone lists, or other contact lists for use with any Service, Customer represents and warrants that Customer has all rights, consents, permissions, and lawful bases required to contact each person on such lists through the applicable channel (including opt-in consent where required for email and prior express written consent where required for text messages or calls), and that such lists were lawfully acquired. Company relies on Customer’s representations and has no obligation to verify, and does not verify, the consent status, opt-in status, accuracy, or lawfulness of any Customer-provided list. Any screening, validation, formatting, or suppression assistance Company may provide (such as USPS address validation) is a courtesy, is not a compliance review, and does not transfer any legal responsibility from Customer to Company. Customer is solely responsible for all communications sent to Customer-provided lists and shall promptly maintain and honor all opt-out and suppression requests.

11.28 Content review; deemed approval; scheduled distributions

This section applies to all Services under which content (including magazine issues, postcards, social media posts, email campaigns, text messages, digital ads, website content updates, and AI-Generated Content) is produced for printing, publication, posting, sending, or other distribution on Customer’s behalf. Where a Service requires Customer’s initial approval of content, artwork, or campaign setup, Company will not commence distribution until such initial approval is received. Thereafter, for any recurring, scheduled, or deadline-based distribution: (a) content made available to Customer for review is deemed approved by Customer if Customer does not reject the content or request changes before the applicable production deadline or scheduled distribution date and time; (b) where no customization or updated content is submitted by the applicable deadline, Company may proceed using the prior approved content, a default layout, or the content generated under the applicable content schedule; and (c) Company may proceed with the printing, posting, sending, or other distribution of deemed-approved content on the scheduled date without further confirmation from Customer. Customer is responsible for all content distributed on its behalf, whether expressly approved or deemed approved under this section, to the same extent as if Customer had expressly approved it. Company may, in its sole discretion but without any obligation to do so, delay or withhold a distribution if Company identifies a potential legal, policy, or quality issue with the content; any such delay or withholding shall not constitute a breach of the Agreement. Deemed approval does not apply to a distribution that Customer has cancelled, paused, or rejected in writing before the applicable deadline.

12.Master Terms and Conditions

These ReminderMedia Master Terms and Conditions (“Master Terms”) apply to and govern the provision by Digital Grapes LLC, doing business as ReminderMedia, of all Company services, including all products and offerings provided in connection with such services, as ordered by Customer and accepted by Company through one or more Orders (collectively, the “Services”), whether such Services are provided through one or more Company websites, mobile applications, or other online services (collectively, the “Platform”) or otherwise.

By accessing or using the Platform and/or ordering Services from Company, Customer accepts the Agreement and represents and warrants that Customer has the right, authority, and capacity to enter into the Agreement. Any individual that accesses or uses the Platform or orders Services on behalf of an entity represents and warrants that such individual is an authorized representative of such entity with the authority to bind it to the Agreement.

Please read these terms carefully, as they contain an agreement to arbitrate and other important information regarding Customer’s legal rights, remedies, and obligations. The agreement to arbitrate requires (with limited exception) that Customer submit claims Customer has against Company to binding and final arbitration, and further (1) Customer will only be permitted to pursue claims against Company on an individual basis, not as a class member in any class or representative action or proceeding, and (2) Customer will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

1. Privacy

In the course of using the Platform or receiving Services, Customer may submit Customer Content, including personal information, to Company. Company’s Privacy Policy details how Company treats personal information included in Customer Content. Company agrees to abide by the Privacy Policy, and Customer agrees that Company may use and share Customer Content in accordance with the Privacy Policy and applicable data privacy and protection laws.

2. Accounts

2.1 Account creation

In order to use the Platform or receive Services, Customer must register for an account with Company (“Account”) and provide certain information about Customer, as provided on an applicable Order and/or as prompted by the registration forms on the Platform. Customer represents and warrants that: (a) all required information Customer submits is truthful and accurate; and (b) Customer will maintain the accuracy of such information at all times.

2.2 Account responsibilities

When Customer first uses the Platform, Customer will establish or be provided with one or more user names and passwords. The Platform may permit Customer to establish an organizational account under which Customer may provision additional user accounts. Each user is responsible for maintaining the confidentiality of the user’s login information, and each user, and each organizational account if applicable, shall be fully responsible for all activities that occur under the Account. Customer shall immediately notify Company of any unauthorized use, or suspected unauthorized use, of the Account or any other breach of security.

3. Use of the Platform and receipt of Services

3.1 Limited license

Subject to the terms of the Agreement, Company grants Customer a limited, revocable, non-transferable, non-exclusive license to access and use the Platform for Customer’s own use to receive Services in accordance with the Agreement. Customer’s use of any software made available by Company shall be limited to use of executable object code and markup code made available by Company only (and not to any source code).

3.2 Acceptable use and restrictions

The rights granted to Customer in the Agreement are subject to acceptable use rules. Among other things, Customer shall not:

• license, sell, rent, lease, transfer, assign, distribute, or host the Platform, or otherwise make Services available, to or for any third party (except as expressly permitted by Company in writing);
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform or Services;
• access the Platform or receive Services in order to build a similar or competitive product or service;
• copy, reproduce, distribute, republish, download, display, post, or transmit the Platform or Services in any form (e.g., by scraping, mirroring, framing, embedding, or linking) except as expressly permitted;
• use the Platform or Services for any non-authorized or illegal purpose, or in a way that violates the legal rights of any third party;
• access password-protected, secure, or nonpublic areas of the Platform or Services not intended for Customer;
• impersonate or misrepresent its affiliation with any person or entity;
• use any automated means (scripts, bots, scrapers, data miners, or similar software) without Company’s express written permission;
• disrupt, impair, or interfere with the Platform or Services, or any information, data, or materials posted by Company;
• probe, scan, or test the vulnerability of the Platform or Services, or breach any security or authentication measures;
• interfere with or disrupt access to the Platform or Services by any user, processor, host, or network, including by submitting a virus, worm, Trojan horse, or other malicious code;
• willfully or knowingly create or contribute to circumstances that are dangerous or hazardous, or that increase the risk of personal injury or damage to property; or
• post any content that is profane, obscene, defamatory, discriminatory, threatening, harassing, or violent; depicts or suggests nudity or sexual acts; promotes hatred against a protected group; depicts or suggests illegal activity; includes unlicensed third-party content; breaches a confidentiality duty owed to a third party; or is contrary to the Agreement or any other applicable Company rules and policies.

Customer’s use of the Platform and Services shall at all times comply with all applicable laws and regulations and all applicable terms and conditions of any Third-Party Services upon which use of the Platform or receipt of the Services depends. All copyright and other proprietary notices included within the Platform must be retained and not modified or obscured.

3.3 Customer obligations

Customer is responsible for:

• obtaining, deploying, and maintaining all communications equipment necessary for Customer to access the Platform and receive the Services;
• contracting with third-party telecommunications providers to facilitate Internet connections;
• providing adequate notices and implementing lawful, appropriate policies when collecting, using, storing, or disclosing personal information, and honoring privacy rights requests and preferences;
• determining its obligations under, and fully complying with, all applicable local, state, federal, and other national laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, and applicable industry standards governing marketing, and managing the distribution of publications ordered pursuant to Services to ensure such distributions meet all applicable laws (including postal laws); and
• paying all third-party fees and access charges incurred in connection with the foregoing.

Customer agrees that before using the Platform or Services to communicate with marketing contacts for the purposes of marketing, it shall obtain express written consent from each recipient that acknowledges the consent of the recipient to the on-going receipt of text or pre-recorded voice messages related to Customer’s services.

3.4 Modification

Customer acknowledges the Platform and Services are dynamic and subject to further development by Company. Company reserves the right, at any time, to modify, suspend, or discontinue the Platform or Services, or any one or more individual parts or components thereof, with or without notice. Other than with respect to a refund of any pre-paid fees therefor (which shall be determined and given, if at all, in Company’s sole discretion), Customer agrees that Company will not be liable to Customer or to any third party for any modification, suspension, or discontinuance of the Platform.

3.5 Company-sourced content

Subject to the terms of the Agreement, Company grants Customer a limited, revocable, non-transferable, non-exclusive license to access and use Company Content provided by Company in connection with the Services for Customer’s own use as reasonably necessary to receive the applicable Services. Reproduction and distribution of Company Content outside the scope of this license is prohibited unless specifically authorized in writing. Company obtains content provided in connection with certain Services from various third-party sources and provides no assurances that such content will be accurate or that it will not change. Company will use good-faith efforts to remove or update any content that is inaccurate as identified to Company.

3.6 Customer Website license & disclaimer

With respect to Services where Company provides a website and related services to Customer (“Customer Website”), Company grants Customer a limited, non-exclusive, non-transferable license during the term of the applicable Order to use the Customer Website and all content included therewith. Company does not provide any legal advice as to whether a Customer Website is compliant with all laws applicable to Customer. Customer is solely responsible for determining whether any Customer Website is suitable for its intended use and for configuring, using, and operating the Customer Website in compliance with all applicable laws.

4. Availability and enhancements

Company will use commercially reasonable efforts to make the Platform and the Services available with minimal downtime on a 24/7 basis. Availability may be affected by planned downtime, routine maintenance, or unavailability caused by circumstances outside Company’s reasonable control, resulting in temporary interruptions. Company will make available to Customer those updates, upgrades, and enhancements that Company makes generally available at no cost to its other customers of the same Services at no additional charge; provided that, the availability of certain enhancements may require the payment of additional fees.

5. Ownership

Excluding Customer Content, Customer acknowledges that all intellectual property rights in and to: (a) the Platform and the Services, and all individual parts and components thereof, and all tools and systems used to provide the Platform and the Services; (b) all names, logos, and trademarks used with the Platform and Services, including those of Company’s magazines and other publications; and (c) all content made available by Company through the Platform and the Services, including designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, advertising content, proprietary information, and client- and server-side code are owned by Company or Company’s suppliers, and not Customer (“Company Content”). Except as expressly provided in the Agreement, the provision of the Platform and Services does not transfer to Customer or any third party any rights, title, or interest in or to such Company Content.

6. Third-Party Services

6.1 General

The Platform and Services are designed to interoperate with certain third-party services that are not under the control of or maintained by Company (“Third-Party Services”). Customer must agree to and abide by the terms and conditions of any applicable Third-Party Services, and Customer’s violation of those terms and conditions shall be a violation of the Agreement. Company is not responsible or liable for the actions or decisions of any Third-Party Services, including any account suspensions, disapprovals, policy enforcement actions, platform shutdowns, or changes to terms, conditions, or eligibility requirements that may impact Customer’s advertising or content.

6.2 MLS services

Certain Services may use content provided by MLS Listings Inc. (“MLS”). To the extent such Services are provided to Customer, Customer agrees to enter into a licensing agreement with MLS and Company for MLS to provide MLS content. Customer is responsible for all costs and fees associated with such MLS content.

6.3 Domain names

In connection with certain Services, Customer may provide Company with a domain name registered to Customer (a “Customer Provided Domain”), or Company may work with third-party registrars to provide Customer with a domain name (a “Company Provided Domain”). When Customer provides or uses such domains with the Services, Customer agrees to be bound by the relevant registrar’s terms and conditions and ICANN policies (including dispute resolution policies). Customer is responsible for any fees or costs associated with the domain. During the term of each applicable Order, Customer grants Company a limited, non-exclusive, royalty-free, worldwide license to use each such domain as necessary to provide Services.

7. Disclaimer of Warranties; Limitation of Liability

7.1 Disclaimer of warranties

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE PLATFORM, THE SERVICES, AND ALL COMPANY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT OR DATA PROVIDED THROUGH THE PLATFORM OR SERVICES IS ACCURATE OR COMPLETE.

7.2 Exclusion of certain damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Aggregate cap

WHERE A PRODUCT-SPECIFIC LIMITATION OF LIABILITY IN THE SERVICES AGREEMENT APPLIES TO A CLAIM, THAT LIMITATION GOVERNS. FOR ALL OTHER CLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES AND SUPPLIERS TO CUSTOMER ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THE AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Customer, and Customer may also have other legal rights that vary from jurisdiction to jurisdiction.

8. Indemnification

Customer agrees to indemnify and hold harmless Company and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, suppliers, service providers, successors, and assigns, from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand, whether actual or threatened, made by any third party due to, related to, or arising out of (a) Customer’s actual or alleged use or misuse of the Platform, Services, Company Content, or Third-Party Services, including without limitation or exclusion and as related to all Customer activities and postings, Customer’s actual or alleged misuse of Leads, Customer’s payment for, or failure to comply with applicable terms, conditions, or policies of, Third-Party Services, (b) Customer Content, including as related to Customer’s marketing contacts and customer information, such as, without limitation or exclusion, for infringement, misappropriation, or other violation of any third party’s intellectual property or privacy rights, and as related to Customer’s provision of incomplete or inaccurate information to Customer’s marketing contacts, (c) Customer’s actual or alleged breach or other violation of the Agreement or any Order, including any of Customer’s representations or warranties herein; or (d) Customer’s actual or alleged violation of applicable laws, rules, regulations, or orders, including violation of any applicable data privacy and data protection laws, including as to any data or other content provided through Third-Party Services. Company reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Company, and Customer agrees to cooperate with Company’s defense of these claims. Customer agrees not to settle any indemnified claim, action, or proceeding without the prior written consent of Company. Company will use reasonable efforts to notify Customer of any such claim, action, or proceeding upon becoming aware of it.

9. Term and Termination

9.1 Term

Services provided under each Order shall be provided for the term stated in the Order. The Agreement will remain in full force and effect while Customer uses the Platform or receives Services according to any applicable Order.

9.2 Termination

Either Company or Customer may terminate any Order or the Agreement and all Orders thereunder: (a) with the mutual agreement of the other party; (b) at any time when the Customer is not receiving Services under the applicable Order or any Orders; (c) following notice to the other party of a material breach that the other party does not cure within thirty (30) days of such notice; or (d) if the other party files (or has filed against it) a bankruptcy petition that is not dismissed within sixty (60) days, admits its inability to pay its debts as they become due, makes an assignment for the benefit of its creditors, or ceases to function as a going concern. Company may suspend Customer’s rights to use the Platform or receive Services as an alternative to termination.

9.3 Effect of termination

Upon termination of the Agreement, Customer’s Account and right to access the Platform and receive Services will terminate immediately. Upon any termination for cause by Company, Customer shall pay any unpaid fees covering the remainder of the term of all Orders after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Company for the period prior to the effective date of termination. Customer understands that any termination of Customer’s Account may involve deletion of some or all of Customer Content from Company’s systems.

9.4 Survival

All obligations that have accrued prior to the effective date of any termination shall survive termination of the Agreement. All rights and obligations that by their nature are intended to survive termination shall so survive.

10. Copyright Policy

Company seeks to respect the intellectual property of others and asks that its Customers do the same. Company has adopted a policy respecting copyright law that provides for the removal of any infringing materials from the Platform. If any person believes that any portion or content of the Platform unlawfully infringes their copyright(s) and wishes to have the allegedly infringing material removed, the following information must be provided to Company’s designated Copyright Agent (pursuant to 17 U.S.C. § 512(c)):

• Complainant’s physical or electronic signature;
• Description of the copyrighted work(s) that complainant claims has been infringed;
• Description of the material that complainant claims is infringing and that complainant requests to be removed;
• Sufficient information to permit Company to locate such material;
• Complainant’s address, telephone number, and email address;
• A statement that complainant has a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complainant is either the owner of the copyright that has allegedly been infringed or that complainant is authorized to act on behalf of the copyright owner.

Pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complainant to liability for any damages, costs, and attorney’s fees incurred by Company in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is: ReminderMedia, 992 Old Eagle School Road, Suite 904, Wayne, PA 19087, copyright@remindermedia.com.

11. Dispute Resolution

11.1 Choice of law

The Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law provisions. The parties agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, to the extent it may in any way be applicable.

11.2 Internal dispute resolution

If any dispute arises between the parties in connection with the Agreement, such dispute shall be presented to the respective senior executives of Company and Customer for their consideration and resolution. Company and Customer thereafter agree to first mediate any dispute or claim arising between them out of the Agreement. Mediation fees, if any, shall be divided equally among the parties involved. If such efforts prove unsuccessful, a party may seek to submit the dispute to arbitration by sending to the other party, by certified mail, a written Notice of Dispute.

11.3 Arbitration agreement

Except for disputes brought in small claims court or disputes involving a request for equitable relief (such as an injunction from disclosure of confidential information or misuse of intellectual property), all disputes between Customer and Company arising out of, relating to, or in connection with the Platform, the Services, and/or the Agreement shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for consumer arbitration. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Customer and Company agree that any such arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative action. If the class-action waiver in the prior sentence is deemed invalid or unenforceable, neither Customer nor Company is entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Information on AAA and how to start arbitration can be found at www.adr.org.

11.4 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

11.5 Future changes to arbitration agreement

If Company makes any future change to this Arbitration Agreement (other than a change to the Notice Address), Customer may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, Customer agrees that Customer will arbitrate any dispute between Company and Customer in accordance with the language of this Arbitration Agreement as of the date Customer first accepted the Agreement (or accepted any subsequent changes to the Agreement).

11.6 Forum selection

If the arbitration procedure in this Section is found unenforceable or not to apply for a given dispute, then the parties agree that the proceeding must be brought exclusively in a court of competent subject matter jurisdiction with geographic jurisdiction over Montgomery County, Pennsylvania, or any part thereof.

11.7 Attorneys’ fees

If any party commences an arbitration or litigation proceeding without first attempting to resolve the matter through internal dispute resolution and mediation, then that party shall not be entitled to recover attorneys’ fees, even if that party would otherwise be entitled to do so. The prevailing party in any arbitration or litigation arising under the Agreement shall be entitled to recover reasonable attorneys’ fees.

12. General

12.1 Changes to Master Terms

Company may modify these Master Terms from time to time by adding new terms or by deleting or amending existing terms. Company will provide Customer with at least thirty (30) days’ prior notice of any modification, by email to the address associated with Customer’s Account, through the Platform, or by posting the updated Master Terms on Company’s website with a notice of the change. Modifications become effective upon the expiration of the notice period (the “Effective Date”), and Customer’s continued access to and use of the Platform or Services on or after the Effective Date constitutes Customer’s acknowledgment of such modifications and Customer’s agreement to abide by the Agreement as modified. If Customer does not agree to a modification, Customer may terminate the affected Services by written notice before the Effective Date. Changes to the Arbitration Agreement remain subject to Customer’s rejection right under Section 11.5.

12.2 Access and use where prohibited

Access to and use of the Platform and Services are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement.

12.3 Operation of the Platform from the United States of America

By accessing and using the Platform and receiving the Services, Customer acknowledges and agrees that Company controls and operates the Platform and the Services from its offices in the United States of America. Unless expressly stated to the contrary, Company makes no representation that the Platform or Services are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform or Services are solely directed to individuals, companies, or other entities located in the United States of America. If Customer accesses or uses the Platform or receives the Services from outside the United States of America, Customer is entirely responsible for compliance with applicable local laws.

If Customer accesses the Platform or receives Services from outside the United States, Customer acknowledges and agrees that Customer’s information may be transferred to and maintained on computers and servers located outside of Customer’s state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in Customer’s jurisdiction.

12.4 Notices

All notices relating to the Agreement may be given by addressing them to the other party at the addresses set forth in an Order (or at such other addresses as may be designated by written notice) by (a) personal delivery; (b) commercial overnight courier with written verification of actual receipt; (c) registered or certified mail; or (d) email, effective upon acknowledgment of receipt by non-automated means (which acknowledgment shall not be unreasonably withheld, conditioned, or delayed).

12.5 Miscellaneous

The Agreement constitutes the entire agreement between Customer and Company regarding the use of the Platform and receipt of Services and supersedes all prior understandings, representations, and discussions. No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver of any other right, power, or remedy. The headings and section titles in the Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of the Agreement is held to be invalid or unenforceable, the other provisions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Nothing contained herein shall be construed to establish an employment, partnership, or joint venture relationship between Customer and Company. The Agreement, and Customer’s rights and obligations under the Agreement, may not be assigned, subcontracted, delegated, or otherwise transferred by Customer without Company’s prior written consent. In the event Company’s performance is prevented, restricted, or interfered with by reason of acts of God, government acts, fires, floods, epidemic, pandemic, public health emergency, strikes, picketing or boycotts, or any other circumstances beyond the reasonable control and without the fault or negligence of Company, Company shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference.

13. Company Contact Information

ReminderMedia
992 Old Eagle School Road
Suite 904
Wayne, PA 19087