HARDWORKING MARKETING FOR HARDWORKING PEOPLE

Terms of Service

Exhibit A

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

GenNext Media, Inc. dba Surefire Local, (“Surefire” or “We” or “Us“) operates a platform to help companies optimize their digital marketing return on investment. Our platform is available through the website SurefireSocial.com (“Site“), and may become available through mobile apps in the future. We use “Platform” to mean our online platform in all formats offered, now and in the future. We use “Services” to mean the services and functionality we offer using the Platform and its technology. Services includes without limitation the Subscription Services and the Consulting Services (each as defined below).

By using the Platform and Services, you agree to these legally binding rules (“Terms of Service” or “Agreement“), including the https://www.surefirelocal.com/privacy-policy/ and the other rules of the Platform. You represent and warrant that you have the right, authority and capacity to abide by these Terms.

We may change these Terms from time to time. We will notify you of important changes, either by posting a notice on the Site or sending you an email. The Terms posted on the Platform will say when that version went into effect. If you continue to use the Platform after a change, then you have accepted the new Terms. If you agree to these Terms and continue to use the Platform and/or Services, these Terms will govern our provision, and your use of, the Services including any terms relating to Customer Data and Refined Data even if any of such data was provided, and/or you used the Services, before the date of your agreement to these Terms.

GENERAL TERMS

  1. Definitions
    “Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.”Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.”Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Refined Data.

    “Order Form” or “Order” means the form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.

    “Refined Data” means the data generated by the Platform and/or Service including any data we make available to you as part of the Subscription Service.

    “Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar unique numeric identifiers; racial or ethnic origin; physical health or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

    “Subscription Service” means our web-based applications, tools, services, reports and platforms that you have subscribed to or that we otherwise make available to you, that we have developed, operated, and maintained and any ancillary products and services that we provide to you.

    “Term” means the Initial Term and all Renewal Terms.

    “Surefire Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Refined Data.

    “Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.

    “Third-Party Sites” means third-party websites linked from within the Subscription Service, including Communications Services.

  2. Service Access and Modifications. During the Term, we will provide you access to use the Subscription Service as described in this Agreement. We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Term. We might provide some or all elements of the Subscription Service through third party service providers.
  3. Customer Support. Support is available and the type of support for which you are eligible will depend on the level of support you have selected in the Order Form. Because of the dynamic nature of our business, we do not promise or guarantee any specific response time.
  4. Consulting Services. You may purchase Consulting Services through an Order Form or Statement of Work. Fees for these Consulting Services are in addition to your Subscription Fee. Unless otherwise agreed, all Consulting Services are performed remotely.
  5. Fees and Payments. The Subscription Fee will be equal to the fee selected in the Order From. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, all amounts invoiced are due and payable upon receipt unless otherwise specified in the Order Form. If you are paying by credit card, all amounts are due and payable in advance. Amounts not paid within thirty (30) days of the invoice date shall be assessed interest at a monthly rate equal to one and one half percent (1.5%) of the amount owed or the maximum rate allowed by law, whichever is less, calculated from the date the payment was due. Unless otherwise set forth in an Order From, all invoices shall be paid in U.S. dollars. If we commence legal proceedings to collect any payment and prevails, you shall pay our reasonable attorney fees, court costs and other collection expenses. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services.
  6. Term and Renewal
    The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process unless earlier terminated in accordance with this Agreement (“Initial Term”). Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year (“Renewal Term”). Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Subscription Term. The Renewal Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form.
  7. Confidentiality
    Each of us acknowledges that we will share Confidential Information. The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not disclose Confidential Information to any third party (except our third party service providers), and (iii) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
  8. Proprietary Rights
    This is an Agreement for access to and use of the Services, and you are not granted a license to any software by this Agreement. You acknowledge that you have no proprietary interest in the Services, including, but not limited to, the servers, software, or data used by us in the provision of the Services. All right, title and ownership to the Services, the Refined Data, or any software (both in object code and source code format), hardware or know-how which we license or develop to provide the Services is owned exclusively by us or our licensors (if any). We retain all ownership rights in the Refined Data and the Services. You may only use the Refined Data in connection with your use of the Services during the Term. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Services or the Refined Data in whole or in part, by any means, except as expressly authorized in writing by us. In addition, you agree not to, and to not cause, permit allow or facilitate others (directly or indirectly) to, modify, copy, or reverse engineer the Services or any part thereof. Surefire Local, the Surefire Local logo, and other marks that we use from time to time are our trademarks. The appearance, layout, color scheme, and design of the Site are protected trade dress. You may not use any of these without our prior written permission. We encourage all customers to comment on the Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Services, without payment or attribution to you.
  9. Customer Data
    You acknowledge and agree that you grant us an irrevocable license and right to create derivative works based on the Customer Data and to use the Customer Data to provide the Services and to improve the Services during the Term and thereafter. You agree that we may provide derivative works based on Customer Data to third parties during and after the Term.You represent and warrant to us that: (i) your collection and provision to us of any Customer Data will not infringe any third-party rights, including specifically any privacy right or related contractual obligation; (ii) you have the right to provide the Customer Data to us, have obtained all clearances and permissions as necessary for us to provide the Services, free and clear of liens, claims and encumbrances, (iii) the Customer Data will not contain any computer code that would (or enable you to) disable software or impair in any way its operation based upon the elapsing of time, exceeding a specified number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms.YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, STORE, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, STORE OR MANAGE SENSITIVE INFORMATION.
  10. Publicity
    You grant us the right to add your name and company logo to our customer list and website.
  11. Use and Limitations of Use
    1. Acceptable Use. You acknowledge and agree that you are receiving only the right to access and use the Services on a non-exclusive basis. You have not received and will not receive any license to any software or other materials that Surefire may use in connection with making the Services available to you. You are responsible for: (1) making all arrangements necessary for you to have access to the Services; and (2) ensuring that all persons who access the Services through your Internet connection are aware of these Terms of Service and comply with them. You agree to use the Services only for lawful purposes in accordance with the Terms of Service. Without limiting the foregoing, in the event that the Services include access to tools or features that enable you to send messages to third parties, you agree that you will abide by applicable law in connection with your use of those tools and features, including laws and regulations applicable to commercial SMS messages and commercial email communications.
    2. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (iii) attempt to gain unauthorized access to the Services; (iv) access the Services other than through our interface; or (v) use the Services for any purpose or in any manner that is unlawful or prohibited by this Agreement.You will notify us right away of any unauthorized use of your identifications and passwords or your account by contacting Customer Support as set forth in the Order Form.
  12. Third-Party Sites and Products
    Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product. You agree to use Third-Party Sites and Products only in compliance with any terms of use specified by each Third-Party Site and Product. We do not control the content, messages or information found in the Third-Party Sites and Products. We will not have any liability with regards to the Third-Party Sites and Products and any actions resulting from your use of the Third-Party Sites and Products
  13. Indemnification
    You agree to indemnify, hold harmless, and, if requested by us, defend us, our affiliates, licensors, service providers, successors and assigns, and our and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and court costs) arising out of or relating to (i) your violation of these Terms or your use of the Services, including, but not limited to, any Customer Data that you provide, (ii) any violation of applicable law, (iii) use of Third-Party Sites and Products, or (iv) the unauthorized use of the Subscription Service by any other person using your User information.For purposes of your obligations under this paragraph, you agree that you are responsible for the acts and omissions of all persons who access and/or use the Services through your account and/or on your behalf, to the same extent as if such acts and omissions were your own. For avoidance of doubt, if you purchase the Services for the benefit of your affiliates or franchisees, you agree to be responsible for their compliance with these Terms, to the same extent as if each affiliate or franchisee were accessing and using the Services under your account and on your behalf.
  14. Disclaimers; Limitations of Liability
    1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, SUREFIRE CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, SUREFIRE CONTENT AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND/OR DATA ACCURACY. NO WARRANTIES ARE IMPLIED ON THE BASIS OF TRADE USAGE, COURSE OF PERFORMANCE, AND/OR COURSE OF DEALING.
    2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
    3. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SUREFIRE IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, YOU AGREE THAT THE AGGREGATE LIABILITY OF SUREFIRE WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
    4. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
  15. Termination, Suspension and Expiration
    1. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon ten (10) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Term.
    2. Suspension for Prohibited Acts. We may immediately suspend any User’s access to the Subscription Service without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
    3. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
    4. Suspension for Present Harm. If your website on, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
    5. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Service, and if we request, you will provide us written confirmation that you have discontinued all use of the Refined Data. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Term. Fees are otherwise non-refundable. You acknowledge that we retain the rights granted by this Agreement to use Customer Data upon termination or expiration of this Agreement, but we have no obligation to back up or store any Customer Data except as set forth below.As long as you have paid all fees owed to us, if you make a written request within ten (10) days after termination or expiration of the Term, we will provide you with temporary access to the Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to Customer Data until you pay any fees owed to us. If it is more than ten (10) days after termination or expiration of the Term, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
  16. General
    1. Amendment; No Waiver. We may update and change any part or all of these Terms of Service. If we update or change these Terms of Service, the updated Terms of Service will be posted at https://www.surefirelocal.com/surefire-cloud/tos/. The updated Terms of Service will become effective and binding on the next business day after it is posted. When we change these Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms of Service periodically.If you do not agree with a modification to the Terms of Service, you must cease using the Service immediately. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
    2. Applicable Law and Jurisdiction. The Terms of Service and the relationship between you and Surefire shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and Surefire agree to submit to the personal and exclusive jurisdiction of the state courts located within Fairfax County or the federal courts in the Eastern District of Virginia.
    3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
    4. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
    5. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
    6. Compliance with Laws. We will comply with all U.S. state and federal laws that are applicable to our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
    7. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
    8. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.To Surefire: 1934 Old Gallows Rd., Suite 500, Vienna, VA 22182, attention: Chief Operating Officer.To you: your address as provided in our Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
    9. Entire Agreement. This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.
    10. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
    11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    12. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
    13. Survival. The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees and Payments’, ‘Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
    14. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of this Agreement shall control unless the Order Form or Statement of Work expressly references the relevant provision of this Agreement and clearly indicates the intent to supersede such provision.