TERMS AND CONDITIONS

These Terms and Conditions govern use of the Lime Light Service (as defined below) to be used by Client for campaign management and reporting, including associated   materials, and written documentation (collectively referred to as “Service(s)” or “Lime Light Service(s)”).  The Lime Light Service is owned, operated, and provided to you by Lime Light , Inc. (“Lime Light “) through the web site located at www.limelightcrm.com (“Site”).  “Services” also includes any technical support or development services provided by Lime Light under these Terms and Conditions as well as any additional services that Client elects to receive by completing Exhibit C of the Agreement.

Each party agrees that any of its representatives, employees, or any person or entity acting on its behalf with respect to the provision of or use of the Services, shall be bound by, and shall abide by, the Agreement. You further agree that you are bound by the Agreement, whether you are acting on your own behalf or on behalf of a third party.

Client agrees to provide true, accurate, current and complete information in all material respects related to Services; and (b) agrees to maintain and update this information to keep it true, accurate, current and complete in all material respects. If any information provided by Client is untrue, inaccurate, not current or incomplete in any material respect, Lime Light has the right to terminate Client’s account and refuse to provide Client any and all current or future use of the Services.

1. CLIENT POLICY REQUIREMENTS.  Client must meet the requirements listed below when conducting business related to use of the Services   and when using the Services (all such requirements are the “Client Policy Requirements’”):

a.      Client will not violate the federal CAN-SPAM Act of 2003, as amended from time to time (the “CAN-SPAM Act”).

b.      Client will not post or transmit or encourage the posting or transmittal of any racial, ethnic, political, hate- mongering or otherwise objectionable content.

c.      Client will not engage in or encourage any software piracy, hacking or harm to information technology systems.

d.    Client will not disclose or use any Lime Light URLs in emails sent using the Services.

e.    Client will not engage in or encourage any activity in violation of applicable federal, state or local law.

f.       Client will not post or transmit or encourage the posting or transmittal of any pornographic, adult only, sexually oriented or related web sites/creatives, as reasonably determined by Lime Light .

g.      Client will provide only accurate, compete and not misleading information whenever any information about Client or Client’s use of Services is requested by Lime Light or if information is requested from Client through use of the Services.

h.      Client will not institute, assist or  become  involved  in  any  type  of  attack,  including  without limitation distribution of a virus, denial of service attacks upon the Services or the underlying software, or other attempts to disrupt the Services or the underlying software or any other person’s use or enjoyment of the Services.

Client is solely responsible for its compliance with the Client Policy Requirements.

Client shall comply with the CAN-SPAM Act when sending Lime Light URLs to Client’s subscribers or, if Client is sending order confirmation or shipping confirmation emails, then Client must comply with the CAN-SPAM Act when sending such emails with Lime Light referenced in the email.

If Client’s domain is listed on SpamHaus, and SpamHaus  will not remove Client’s domain, Lime Light will take appropriate steps to assist Client in finding a resolution. If a resolution cannot be found by the parties, Client must be removed from Lime Light ’s IP space within 2 weeks from the date that written notice is provided to Client by Lime Light . If Client does not remove itself from Lime Light ’s IP space within such 2-week time period, then Lime Light reserves the right to terminate the Agreement (and Client’s use of the Site and/or the Services) immediately, without liability to Lime Light .

2.  RIGHTS OF SERVICE.  Lime Light hereby grants Client a non-exclusive right to use the Services in accordance with and subject to the terms of the Agreement. Client may not: (a) modify, translate, or create derivative works based on the Services, or permit other individuals  to do so on its behalf; (b) rent, lease, transfer or otherwise transfer rights to the Services; (c) use a single account for multiple business entities, unless specifically authorized by Lime Light in writing; (d) provide third parties with access to Client’s account, except for third parties specifically authorized by Lime Light ; and/or (e) reverse  engineer  or disassemble  the Services  or any software  used to provide or support such Services. 3.  PROVISION OF SERVICES.   Lime Light reserves the right to and Client consents to Lime Light ’s right to alter or suspend the Services provided through the Site at any time in order to correct errors, perform maintenance, update features, comply with applicable laws and regulations and/or discontinue any features that may cause harm to Lime Light , Client or third parties. Client acknowledges and consents to Lime Light using third party service providers to provide support and services necessary for Services to be provided such as, by example only and without limitation, having Client Data stored on servers not owned by Lime Light or through services provided by third parties.  Lime Light may wish to or may be required to provide certain content, notices and/or license terms to Client and Client acknowledges that Client can access such content, notices and/or license terms at the URL designated via the Services (“Notices Site”) and Client consents to receiving any content, notices and/or license terms that Lime Light is required to provide to Client via the Notices Site.  Lime Light has and will continue to be PCI compliant and agrees to comply with all applicable state and federal laws and regulations (including those relating to privacy and data security), with regards to its use, access and storage of Client Data.

For purposes of these Terms and Conditions, “Client Data” shall mean all content, data and information specifically input by Client via use of the Services.

4. INTELLECTUAL PROPERTY.  Client represents and warrants to Lime Light that it owns and has all rights necessary to provide Client Data to Lime Light as part of using the Services.  Lime Light shall acquire no ownership right, title or interest in Client Data under the Agreement.  All intellectual property rights in copyrightable data produced as a result of the processing and use of Client Data via the Services (the “IP Rights”) shall be the sole and exclusive property of Client.  Notwithstanding   anything  set  forth  herein,  Client  shall  not,  as  a  result  of  the Agreement, acquire any property or other right, claim or interest, including any patent right or copyright interest in any data, information  or technology  which  is proprietary  to or has been licensed  to Lime Light   which  is used to deliver the Services or other technology used to deliver the Services, or any of the information, systems, processors, equipment,  computer  software,  derivative  works, service marks or trademarks  of Lime Light , whether created before, during or after the performance  of the Agreement.  Client shall not reverse engineer, decompile, disassemble or otherwise attempt to determine the source code for computer programs or other trade secrets related to the Services.

5. FEES AND PAYMENT.

a.      Fees. Fees shall be payable by Client to Lime Light pursuant to the Agreement.  All monthly fees shall be payable in advance and be considered earned on receipt.

b.      Payment.  Client agrees to pay Lime Light all applicable charges to its account, in United States dollars, in accordance with Lime Light ’s payment policy in effect at the time those charges become due.  Client’s account will be debited with corresponding fees in accordance with the then-current rates. Client agrees to not charge back any of the related fees associated with its account, and any charge-backs will result in Client paying associated charge-back fees.

c.      Method of Payment.  Client expressly authorizes Lime Light to charge Client’s credit card, charge card, or debit card for any and all applicable account charges associated with Client’s account hereunder. If payment cannot be charged to Client’s credit/charge/debit card, for whatever reason, or if there is a charge- back for any reason, Lime Light reserves the right to either suspend or terminate Client’s account with Lime Light and the associated Services until the payment is received.  If Client provides Lime Light with a credit card, charge card, or debit card that expires during the term of the Agreement, Lime Light reserves the right to charge any renewal card issued to Client as a replacement without any additional Client consent. See Exhibit A.

d.      Failure to Make Payment. In the event of any failure by Client to make payment, or upon any Client charge- back, Client will be responsible for all reasonable expenses (including reasonable attorneys’ fees) incurred by Lime Light in collecting such amounts plus interest  at the rate of the lesser of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law for the actual number of days elapsed.

e.    No Refunds. Subject to Section 13(b), 100% of all fees due and paid are NON-REFUNDABLE.

6. REPRESENTATIONS AND WARRANTIES.

a.      Lime Light – Warranty of Authority.   Lime Light represents and warrants that it has full power and authority to enter into the Agreement, and that the Agreement has been duly authorized, executed, and delivered by Lime Light and constitutes a valid, binding, and legally enforceable agreement of Lime Light .

b.      Representations and Warranties of Client. Client hereto represents  and warrants  to Lime Light (i) that  it has sufficient authority to enter into the Agreement; (ii) that it will perform its rights, duties and obligations under the Agreement and at all times be in compliance with all applicable federal, state and local laws, rules and regulations; (iii) that it shall not be in violation of any obligation, contract or agreement by entering into the  Agreement, by performing its obligations under the Agreement, or by authorizing and permitting Lime Light to perform the Services hereunder; (iv) that it shall comply with all of the terms and conditions of the Agreement; (v) that all information provided  by Client to Lime Light is truthful, accurate, and complete, and is not misleading in any material respect and (vi) that all Client Data is free of viruses, adware, spyware, worms or other malicious code.

7. INDEMNIFICATION.

a.      Each  party  hereto  (“Indemnifying  Party”)  agrees  to  indemnify,  defend  and  hold  the  other  party  and  its members, managers,  officers, directors, employees,  agents, representatives  and permitted successors  and assigns  (collectively,   the  “Indemnified   Party”)  harmless  from  and  against  all  costs,  losses,  damages, liabilities  and  expenses  imposed,  incurred,  or attributable  to any  claim,  proceeding  or action  (a “Claim”) made by a third party arising out of any breach of any representation,  warranty or covenant contained herein by the Indemnifying Party.

b.      The conditions  for the indemnity  set forth in paragraph  (a) above  are that (i) the Indemnified  Party must notify the Indemnifying  Party in writing promptly upon notice of the Claim; (ii) the Indemnifying  Party will be permitted,  through  counsel  mutually  acceptable  to the  Indemnified  Party  and  the  Indemnifying  Party,  to answer  and  defend  such  Claim;  and  (iii)  the  Indemnified   Party  must  provide  the  Indemnifying   Party information and reasonable assistance at the Indemnifying Party’s expense to help the Indemnifying Party to defend such Claim.

c.      The  Indemnifying  Party  may,  upon  written  notice  of  any  Claims  to  the  Indemnified  Party,  undertake  to conduct  all proceedings  or negotiations  in connection  therewith,  assume  the defense  thereof,  and if it so undertakes,  it also  must  undertake  all other  required  steps  or proceedings  to settle  or defend  any such Claim, including, without limitation, the employment of counsel which must be reasonably satisfactory to the Indemnified  Party,  and  payment  of  all  expenses.  The Indemnified Party will have the right to employ separate counsel and participate in the defense of any Claim at its expense. The Indemnifying Party must reimburse the Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date hereof, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims in respect to any damages related to any Claim. The Indemnifying Party may not settle any Claim on the Indemnified Party’s behalf without first obtaining the Indemnified Party’s written permission, which permission will not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party and the Indemnified Party agree to settle a Claim, each Party agrees not to publicize the settlement without first obtaining the other party’s written permission.

d.     Any provision herein to the contrary notwithstanding, Lime Light ’S total cumulative liability under the Agreement, including this Section 7, regardless of the form of action, will not exceed an amount equal to all amounts actually received by Lime Light from Client during the twelve (12) month period immediately preceding the occurrence of any Claim.

8. TERM. The initial term period of the Agreement shall be one month, and the Agreement shall automatically renew on a month-to-month basis thereafter until terminated in accordance with Section 9.

9. TERMINATION.

a.     Your Right to Terminate.

i.          Monthto-Month Clients. Client may terminate the Agreement at any time and for any reason by providing Lime Light with at least 48 hours’ prior written notice thereof, provided Client pays in full the remaining amount, if any, due through the date of termination. ii.          Material Breach. Notwithstanding anything to the contrary in the Agreement, Client may terminate the Agreement immediately without any liability to Lime Light if Lime Light materially breaches the Agreement.

b.     Lime Light ‘s Right to Terminate.

i.          Lime Light may terminate the Agreement, in its sole and reasonable discretion, in advance of any renewal term by providing written notice to Client of its intention not to renew pursuant to this paragraph (i). Lime Light may terminate any month-to-month term upon at least fourteen (14) days written notice to Client prior to the end of the current month.

ii.          In addition, notwithstanding anything contained in the Agreement to the contrary, Lime Light may, immediately terminate your account at any time during the term of the Agreement, and discontinue your participation in the Services, if Lime Light reasonably believes that your conduct may be harmful to its business.  Reasons  for such termination  may include,  but are not limited to, the following:  (A) failure to make payment in accordance  with Lime Light ’s terms, (B) if Lime Light reasonably  believes that Client is in violation of Sections 19 or 20 of these Terms  and  Conditions,   (C)  if  Lime  Light    reasonably   believes   that  Client  violated  the Agreement  or  other  policies  or  guidelines  of  Lime  Light  ,  and/or  (D)  if  Lime  Light  reasonably believes Client’s conduct may be harmful to others who participate in the Services.

c.      Effect of Termination.  Upon termination of the Agreement, Client will no longer be able to access its account. However, at the request of Client, 60-day access to recoup Client Data will be granted. Regardless of which party terminates the Agreement, Client will be responsible for all charges incurred up to and through the date of termination.   However, if Client terminates the Agreement, payment obligations during the remainder of any unexpired initial term or renewal term will be immediately due in full.  Upon any termination of the Agreement, Lime Light reserves the right to delete any and all information in Client’s account, at Lime Light ’s discretion at any time after the date that is sixty (60) days after the termination of the Agreement; provided that Lime Light if requested by Client, must return to Client any such information during such sixty (60) day period, at Client’s expense, in a format reasonably determined by Lime Light .

10. MARKETING.  Lime Light is granted with Client authorization and a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Client’s name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the Services, including the inclusion of Client in Lime Light ’s marketing materials and on Lime Light ’s “clients and testimonial page”.

11. NO SPAM POLICY. Lime Light will not tolerate the sending of unsolicited email messages in violation of the CANSPAM Act. Client will be found in violation of this policy if Client sends unsolicited mailings in violation of the CAN-SPAM Act using any portion/feature of the Services, or if Client knowingly sends unsolicited mailings. Violation of this policy is grounds for immediate termination of the Agreement and refusal of future use of the Services. Each party agrees to perform its rights, duties and obligations under the Agreement in compliance with all federal, state and local laws, rules and regulations.

12. SERVICE LEVEL AGREEMENT

a.      Lime Light will supply technical support regarding Lime Light Services at Client’s expense via phone and email as it pertains to the Lime Light Services, as set forth in the Agreement.

b.      If there is unscheduled monthly downtime exceeding one hour twice during the term of the Agreement, Lime Light will promptly credit Client 5% of the next monthly fee. If there is unscheduled monthly downtime exceeding one hour three times during the term of the Agreement, Lime Light will promptly credit Client an additional 5% of the next monthly fee.

13. DATA.

a.      Data Storage. The Services and Client Data will be hosted on servers owned, leased or designated by Lime Light or the servers owned, leased or designated by Lime Light service providers, unless otherwise agreed by the parties. In the event that Client experiences any unscheduled interruption lasting more than one hour to the inbound data capture feature of the Service more than 2 times during the term of the Agreement, then Client may in its sole discretion provide 3 days’ notice to Lime Light any time following the third such interruption to terminate the Agreement without any cost or liability, provided that all fees up until the date of termination will be paid by Client.

b.      Client Data. Subject to Section 14.d below, Lime Light shall not disclose Client Data to any third party unless (x) directed by you, or (y) such disclosure is made by Lime Light in response to an order by a court or other governmental body, provided that, if permitted by law, Lime Light provides you prompt notice of such impending disclosure to permit you to seek confidential treatment thereof, or (z) such disclosure is in aggregate in non- personally  identifiable  form.  Upon Client’s request, Client is entitled to, and Lime Light will provide Client, at Client’s expense, all Client Data, in a format reasonably determined by Lime Light .

c.      Lime Light ’s Data.  Client Data specifically does not include any information   and/or campaign methodologies generated by the Lime Light system, regardless of whether or not the information or campaign methodology was generated as a result of Client’s use of the Lime Light system. All data regarding or resulting from use of the Services that is not Client Data belongs to Lime Light (collectively “Lime Light ’s Data”).  Client agrees that Lime Light owns all rights in Lime Light ‘s Data.

d.      Use of Client Data. Notwithstanding anything to the contrary, Client grants Lime Light the limited, perpetual,  irrevocable  right to use, process, distribute,  reproduce  and  modify  Client  Data  so  long  as such  Client  Data,  if displayed  or distributed,  is displayed  or distributed  in an aggregated,  non-personally  identifiable  form and Client agrees that any data resulting  from the exercise  of such rights by Lime Light that is not Client Data is Lime Light ’s Data.

14. DISCLAIMERS.

a.      LIME LIGHT DOES NOT WARRANT THAT CLIENT’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL CONTENT OR INFORMATION SUBMITTED BY CLIENT WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT IS SOLELY RESPONSIBLE TO DETERMINE WHETHER THE SERVICES SUFFICIENTLY MEET CLIENT’S REQUIREMENTS. LIME LIGHT DOES NOT WARRANT AGAINST ANY UNAUTHORIZED ACCESS TO OR HACKING OF CLIENT DATA OR MISTAKENLY GRANTED ACCESS BY LIME LIGHT OR THROUGH THE SERVICES.

b.      EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE SITE AND/OR SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND WE DISCLAIM ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SITE, SERVICES, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE AND/OR SERVICES, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. LIME LIGHT MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES AS TO THE LEVEL OF LEADS OR SIGN-UPS GENERATED THAT CLIENT CAN EXPECT BY ENTERING INTO THE AGREEMENT AND SUBSCRIBING TO THE SERVICES.

15.  APPLICABLE   LAW.  The validity, interpretation, construction, and performance of the Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of California, without giving effect to its principles of choice of law or conflicts of law thereunder.    Subject  to Section  29 of these  Terms  and Conditions,  any  action  or  proceeding  not  subject  to  arbitration  pursuant  to  Section  29  seeking  to  enforce  any provision  of, or based on any right arising  out of or related  to the Agreement  must be exclusively  brought  against either of the parties in the courts of the State of California  located  in the city of San Francisco  or, if it has or can acquire jurisdiction, in the United States District Court located in the city of San Francisco, California, and each of the parties  consents  to the jurisdiction  of such  courts  (and of the appropriate  appellate  courts)  in any such  action  or proceeding  and waives any objection  to venue laid therein.  Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world.  In the event it shall become necessary for either party to take action of any type whatsoever to enforce the terms of the Agreement, the prevailing party shall be entitled to recover all of its attorneys’ fees, costs, and expenses, including all out of pocket expenses, incurred in connection with any such action, including any negotiations, mediation, arbitration, litigation, and appeals.

16. LIMITATION ON LIABILITY.  CLIENT ACKNOWLEDGES AND AGREES THAT LIME LIGHT SHALL NOT BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY  DAMAGES  OF  ANY  KIND,  INCLUDING  WITHOUT  LIMITATION  ANY  LOSS  OF  USE,  LOSS  OF BUSINESS,   OR  LOSS   OF  PROFIT   OR  REVENUE,   ARISING   OUT  OF  OR  IN  CONNECTION   WITH  THE AGREEMENT  OR ANY SERVICES, REGARDLESS  OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING   NEGLIGENCE,   STRICT  LIABILITY  OR  OTHERWISE),   EVEN  IF  LIME  LIGHT    HAS  BEEN ADVISED OF THE POSSIBILITY  OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. LIME LIGHT ’S TOTAL CUMULATIVE LIABILITY HEREUNDER, INCLUDING ALL AMOUNTS PAYABLE BY LIME LIGHT UNDER SECTIONS  7 AND 19, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED AN AMOUNT EQUAL TO ALL AMOUNTS ACTUALLY RECEIVED BY LIME LIGHT FROM CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCURRENCE OF ANY SUCH LIABILITY.  THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF LIME LIGHT ARISING OUT OF THE AGREEMENT.    THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION  17 ARE REASONABLE AND ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH CLIENT’S USE OF THE SERVICES.  CLIENT FURTHER SPECIFICALLY ACKNOWLEDGES THAT LIME LIGHT IS NOT LIABLE, AND CLIENT AGREES NOT TO SEEK TO HOLD LIME LIGHT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER ACCOUNT HOLDERS OR USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES   AND EXTERNAL   SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CLIENT.

17. CONFIDENTIALITY. Each party hereto may have access to confidential, proprietary or trade secret information disclosed by the other party, including, without limitation, its ideas, trade secrets, procedures, methods, systems, and concepts, whether disclosed orally or in writing through any media (“Confidential Information”).  Lime Light ’s Confidential Information includes, without limitation, the Lime Light Services, the software and information related thereto, and the underlying software, hardware, and other technology used by Lime Light to provide the Lime Light Services.  Each party acknowledges that the Confidential Information of the other party contains valuable trade secrets and other proprietary information of such other party and remains the sole and exclusive property of such other party. Each party will restrict  disclosure  of Confidential  Information  of the other party to its officers, directors, employees,  affiliates and agents with a need to know, will not disclose Confidential  Information  of the other party to any other party, in the case of Client, will not pass out login’s to anyone for purposes of evaluating or examining the Services, and will otherwise protect Confidential Information of the other party as it protects its own proprietary  information  (but will in no case  take  less  than  reasonable  measures).  No information will be deemed “Confidential Information” of a party to the extent that the other party can show that it: (a) was in the public domain when communicated to such other party; (b) is communicated to such other party by another party free of any confidentiality obligation; or (c) was in such other party’s possession free of any obligation of confidence when first communicated to such other party. Neither party will be in violation of this Section by making a disclosure in response to a valid order by a court or other governmental body, provided that, if permitted by law, such party provides the other party prompt notice of such impending disclosure to permit such other party to seek confidential treatment thereof. Any provision  herein to the contrary  notwithstanding,  Lime Light ’S total cumulative  liability under this Section 19, regardless of the form of action, will not exceed an amount equal to all amounts actually received by Lime Light from Client  during  the twelve  (12) month  period  immediately  preceding  the any allegation  by Client  of disclosure of Confidential Information.

18. NON-COMPETE/NON-SOLICIT. Client agrees that during the term of the Agreement and for one year thereafter, Client will not develop, offer, sell or distribute  a competing  service to the Lime Light Service, nor will it solicit, employ, offer to employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee  of the Company  at any time or in any manner induce or attempt to induce any employee  of Lime Light to terminate the employee’s employment  with Lime Light . A competing service is defined as a service that seeks to acquire clients for the purpose of offering a customer relationship management () or campaign management software system. Notwithstanding anything to the contrary in this Section 20, Client shall be permitted to develop and utilize a service similar to the Lime Light Service solely for use by Client in connection with its own marketing activities. Client understands  that violation of this clause is grounds for immediate termination of the Agreement  by Lime Light with no liability on the part of Lime Light and Client further understands that Lime Light would be irreparably  injured by a breach of the Agreement  by Client and as such, Lime Light   may  seek  equitable  relief  to stop  the violation  and competing  activity  without  proof  of actual  damages  and without any need to secure or post any bond in connection therewith, in the event of any breach or threatened breach of the provisions of the Agreement, in addition to all other remedies available at law or in equity.

19. DUTY TO DISCLOSE CHANGE OF CONTROL.  If Client’s ownership changes whereby any entity acquires a majority ownership or other controlling interest in Client during the term of the Agreement, or Client otherwise undergoes a Change of Control, Client shall disclose to Lime Light immediately the name of such entity.

20. HEADINGS AND REFERENCES.   Headings of Sections are for the convenience of reference only.  Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.

21. ENTIRE AGREEMENT.  The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and all software related thereto and supersedes all prior agreements or understandings between the parties and their predecessors in interest with respect to such subject matter and all software related thereto.

22. SURVIVAL. The terms of Sections 4, 5, 6, 7, 9(c), 16, 17 and 19 through 29 of these Terms and Conditions shall survive the termination or expiration of the Agreement.

23. CONTACT INFORMATION; NOTICES AND AMENDMENT REQUESTS.  a.    Client’s contact information is as set forth on Exhibit B. If during the term Client’s contact information changes, Client shall deliver updated information to Lime Light at support@limelightcrm.com b.    All notices or other communications required or permitted to be given hereunder must be (as elected by the party giving such notice) (a) personally delivered at the address set forth on the signature page hereof, (b) transmitted by postage prepaid mail to the address set forth on the signature page hereof or (c) faxed to the party at fax number set forth on the signature page hereof. Except as otherwise specified herein, all notices and other communications will be deemed to have been given on (x) the date of receipt if delivered personally, (y) the date that is five (5) days after posting if transmitted by mail or (z) the date of confirmation receipt if faxed. A party may change its address for purposes of this Section by written notice to the other party in accordance with this Section.   Client acknowledges that Client must provide Lime Light with an email address (“Contact Email”) either through a feature in the Services or via email to Lime Light at ContactEmail@Limelightcrm.com where requests by Limelight to modify any part of Agreement can be sent.  If Lime Light sends Contact Email a request for Client to agree to be bound by an updated version of any part of Agreement and Client either did not provide Contact Email as required hereunder or respond to such request within thirty (30) days of such request or denies such request, then Lime Light is permitted to terminate the Agreement without penalty. 24.  RELATIONSHIP   OF THE PARTIES.   Nothing contained herein will be construed to create a partnership relationship between the parties or the relationship of employer and employee between the parties or between a party or any of such party’s employees or agents and any of the other party’s employees or agents. It is the express intent of the parties that no party is an employee of the other party for any purpose, but is an independent contractor for all purposes and in all situations.  Each party and its directors, officers, employees and agents may not represent that they are employees of the other party, nor may they in any manner hold themselves out to be employees of the other party.

25. SEVERABILITY.  If any provision of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision will, to such extent as it is determined to be invalid or unenforceable, be reformed without further action by the parties to the extent necessary to make the provision valid and enforceable and no other provision will be affected or impaired thereby.

26. COUNTERPARTS. These Terms and Conditions may be executed in separate counterparts (each of which is an original and all of which together will be deemed one and the same instrument) and will be fully effective as of the date executed copies are exchanged between the parties. Counterparts may be executed either in original, emailed (e.g. .PDF, DocuSign, etc.) or faxed form and the parties adopt any signatures received by email or a receiving fax machine as original signatures of the parties.

27. ARBITRATION.   We believe that arbitration is a faster, more convenient and less expensive way to resolve any disputes or disagreements.  Therefore,  if there is any dispute or disagreement  arising from or related to the Agreement, the Terms and Conditions,   the Policies, your use of or interaction with the Site, the Services, or any data or information  you may provide to Lime Light or that it may gather in connection  with such use, interaction  or transaction  (collectively,  “Lime Light   Transactions  or Relationships”),  neither  party will have the right to pursue a claim in court, or have a jury decide the claim, and you will not have the right to  bring  or  participate  in  any  class  action  or  similar  proceeding  in  court  or  in  arbitration.  By using or interacting   with the Site or the Services, or engaging   in any other   Lime Light Transactions   or Relationships, you agree to binding arbitration   as provided below.  The arbitration   required under the Agreement involves interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as it may be amended or any successor statute and not by state law.

We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, you agree that any complaint, dispute, or disagreement  you may have against Lime Light ,  and any claim that Lime Light   may have against you, arising out of, relating to, or connected  in any way  with  any  Lime Light Transactions   or  Relationships   shall  be  resolved  exclusively  by  final  and  binding arbitration  (“Arbitration”)  administered  by JAMS  or its successor  (“JAMS”)  and  conducted  in accordance  with  the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive  Arbitration Rules And Procedures then in effect (respectively,  the “Applicable  Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead, and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances).  This Section 29 shall not prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. You further agree that:

a.      the Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between you and Lime Light (the “Arbitrator”);

b.      the  Arbitrator,  and  not  any  federal,  state  or local  court  or agency,  shall  have  the  exclusive  authority  to resolve  any  dispute  arising  under  or  relating  to  the  validity,  interpretation,  applicability,  enforceability  or formation  of the  Lime Light   Transactions  or Relationships  and/or  these  arbitration  provisions  in this Section,  including  but not limited  to any claim  that all or any part of the Lime Light   Transactions  or Relationships is void or voidable;

c.      the Arbitration shall be held in San  Francisco, California or such other location as Lime Light maintains its corporate headquarters.

d.      the Arbitrator (i) shall apply internal laws of the State of California consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the United States, irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with California or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief;

e.      the Arbitration can resolve only your and/or Lime Light ’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;

f.       the Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”).  Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;

g.      in the event it shall become necessary for either party to take action of any type whatsoever to enforce the terms of the Agreement, the prevailing party shall be entitled to recover all of its attorneys’ fees, costs, and expenses, including all out of pocket expenses that are not taxable as costs, incurred in connection with any such action, including any negotiations, mediation, arbitration, litigation, and appeals; and

h.      with the exception of subpart (e) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Lime Light shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction. Is such event, (i) both you and Lime Light hereby waive to the fullest extent possible the right to trial by jury, and (ii) if the jury waiver set forth in this Section is not enforceable, then any dispute, controversy  or claim arising out of or relating to the Agreement or any of the transactions contemplated  herein shall be resolved by judicial reference pursuant to Code of Civil Procedure Section 638 et seq. before a mutually acceptable  referee or, if none is selected, then a referee chosen by the Presiding Judge of the California  Superior  Court for San Francisco  County,  provided  this provision  shall not restrict any party from seeking to enforce any prejudgment remedies.