Simply, LLC: Terms of Service Agreement

Welcome to Simply Online Marketing!

Thank you for using our Directory/Listings Service. This Service is provided by Simply, LLC, located at 1800 Blankenship Road, Suite 360, West Linn, OR 97068, United States. This Service Agreement addresses terms that are specific to your purchase of a Simply Top 20 Directory/Listings Service.

When you purchase and use this Service, you will receive an emailed “Invoice,” or “Receipt” document with a link to this Terms of Service Agreement. You agree to the terms and conditions when you use this Service, or when you pay for this Service. Please read them carefully. Your payment and your use of this Service, each act as your acceptance of the terms of this Service. Simply, LLC may add to, delete from or modify these terms at any time without liability. Changes to the Terms will not apply retroactively and will become effective 7 days after posting; however, changes to functionality, those required by a Third Party Provider, or those made for legal reasons will be effective immediately.

Please read the Simply, LLC: Simply Top 20 Directory/Listings Terms of Service Agreement carefully.

Overview Of Service

With Simply, LLC: Simply Top 20 Directories/Listings, we manage and direct digital marketing efforts related to the “Top20” Listings Tool. Example: Top20listings.com. We control where and when the ads for the directory/listings appear while maintaining budget and boosting the Directory’s campaign performance. Your Invoice/Receipt and our Services Agreement will not detail all the features or tactics that Simply, LLC (“Simply”) will employ. Your Simply Account Manager will be available to discuss these with you.

1) Service and Payment Commitment

a) Fees & Costs of Services

i) One-time Directory/Listings Setup Fee - [See Invoice/Receipt]

ii) Recurring Monthly Service Fee - [See Invoice/Receipt]

b) Month-to-Month Agreement - Your Invoice will set forth which service you have selected. When you select this service, you also agree that the Service automatically renews each month unless terminated.

c) Automatically Recurring Monthly Billing – Your monthly bill date is established the date your service goes “live”. The first month’s service fee is collected upfront with the setup fee, when your service goes “live”, the billing is also activated and 30 days from that date and thereafter you will be billed until your account is terminated.

i) Failure to Pay: Upon failure of automatic billing, Simply will reprocess payment the following business day. If Simply is unable to secure payment, we will make at least three (3) attempts to contact you. Upon the 5th business day following failed billing, Simply will pause the directory/listing until payment can be obtained. Following 30 days of non-payment, Simply will cancel the service.

d) Termination / Refunds

i) By You: You may cancel your account by providing an email to cancel@simplywhitelabel.com and you will receive a follow-up phone call for verbal confirmation to complete your cancellation. Notice must be received by Simply, at least 7 days prior to your next bill date. No Refunds are issued in event of cancellation of service. Funds are only collected for the next full month’s service, and cancellation requests will result in services to be carried out through end of current months’ term.

ii) By Simply, LLC: Simply reserves the right to terminate providing Service for any reason. In the event of a termination Simply will provide you with as much notice as is reasonably possible under the circumstances of such termination; however, termination related to functionality may occur immediately and without any notice.

e) Fee Changes – Simply will give you at least 30 days, advance notice of any changes in ongoing fees for Service that we provide to you on a month-to-month basis. We will send this notice via email to your email address on file with Simply. If you do not want to continue Services at the new fee, you agree to cancel your Service as provided in the terms set forth in this agreement.

f) Taxes – You agree to pay all sales, use, value added and other taxes, if applicable, related to your use of this Service.

2) Third Party Services

In addition to Simply’s proprietary services, Simply is an authorized reseller of goods, services and information ("Third Party Services") provided by Google®, and other suppliers to Simply ("Third Party Suppliers"). Some of the Services may be, or may include, Third Party Services, and Simply may or may not disclose that a Third Party Supplier is involved in the Service. For example, Simply utilizes search advertising provided by Google. You may review Google’s "Advertiser guide: working with third parties" at http://www.google.com/adwords/thirdpartypartners/.

3) Ownership

a) You own the intellectual property rights and all good will associated with your trademarks and all copyrighted works and confidential information that you deliver to Simply (the "Client Intellectual Property"). Depending upon the Service we provide to you, we may ask that you provide to us images, videos, written, visual and auditory content, materials, and the like, (the "content") and when you do provide content to Simply, you certify that you own or have the legal right to use the provided content.

b) Simply, the Third Party Suppliers, and their respective licensors own the intellectual property rights and all good will associated with the following (the "Simply Intellectual Property"): (a) their trademarks, copyrighted work, confidential information and other intellectual property and proprietary rights associated with their respective Services; and (b) all suggestions, ideas, enhancements, requests, feedback, recommendations, comments and other information that you or your agents provide to Simply relating to the Services (and you hereby assign all right, title, and interest in and to that information to Simply).

4) Licenses

a) You authorize Simply to: (a) disclose that you are a client of Simply and the service Simply has provided or is providing to you; and (b) provide the Client Intellectual Property to the Third Party Suppliers and Simply’s other contractors as necessary to fulfill our agreement to provide a Service to you.

b) To the extent Simply delivers or makes any Simply Intellectual Property available to you in connection with the Service, and subject to your compliance with this Agreement, Simply grants you a limited, nonexclusive license to use the Service and the related Simply Intellectual Property in the course and scope of your business during the term of your Service. The rights described in the preceding sentence will terminate if at any time you: (a) use the Services as a service bureau or to provide administrative services to any other person; (b) sell, resell, license, sublicense, transfer, assign, disclose, distribute or otherwise commercially exploit the Services to any other person, including your customers; (c) copy or modify the Services; (d) reverse engineer the Services; (e) access or use the Services to create goods, services, information or features that are similar to the Services or otherwise to compete with the Services. To the extent you create any derivative works of a Service or any Simply Intellectual Property (for example, an enhancement, revision, translation, adaptation, abridgment, condensation, expansion, collection, compilation or any other transformation of a work that is based upon a Service or any Simply Intellectual Property), you hereby assign to Simply, and Simply will own, all right, title and interest in and to that derivative work.

5) DISCLAIMERS AND LIMITATIONS

a) ALL SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SIMPLY, ON ITS OWN BEHALF AND ON BEHALF OF THE THIRD PARTY SUPPLIERS AND THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COURSE OF DEALING AND USAGE IN THE TRADE. WITHOUT LIMITING THE PRECEDING, NEITHER SIMPLY NOR THE THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE LICENSORS OR OTHER CONTRACTORS WARRANT THAT THE SERVICES (a) WILL BE SUITABLE FOR OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (b) WILL BE EFFECTIVE OR WILL ACHIEVE ANY PARTICULAR RESULTS OR BUSINESS OBJECTIVES; (c) WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL OR DISABLING CODE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; OR (d) WILL INCLUDE OR GENERATE INFORMATION THAT IS ACCURATE OR RELIABLE. TO THE EXTENT ANYONE AT SIMPLY PURPORTS TO MODIFY THESE LIMITATIONS, YOU MAY RELY ON THAT MODIFICATION ONLY IF IT IS DESCRIBED IN REASONABLE DETAIL IN WRITING AND HAS BEEN SIGNED BY AN OFFICER OF SIMPLY. [SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND SOME OF THE EXCLUSIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.]

b) Neither Simply, the Third Party Suppliers nor their respective licensors and other contractors will have any liability, and they expressly disclaim any responsibility, for any losses, damages, liabilities, costs or expenses, resulting from or relating to: (a) access delays or access interruptions; (b) data non-delivery or data missdelivery; (c) force majeure events; (d) the unauthorized use or misuse of your log-on information; (e) errors, omissions, or misstatements in, or your inability to use, any Service.

c) TO THE EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER THAT CLAIM OR CAUSE OF ACTION AROSE OR THAT CLAIM WILL BE FOREVER BARRED.

d) NEITHER SIMPLY, THE THIRD PARTY SUPPLIERS NOR THEIR RESPECTIVE LICENSORS OR CONTRACTORS WILL BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, COST OF CURE OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF SIMPLY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. SIMPLY'S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY OR OTHERWISE, WITH RESPECT TO ANY SERVICE, SIMPLY'S NEGLIGENCE AND/OR ITS BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. [TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY DESCRIBED IN THIS SECTION, SIMPLY'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN THOSE STATES.]

e) None of the preceding disclaimers, exclusions or limitations will apply to (a) your failure to pay the fees and other charges for the Service, and any attorney fees incurred by Simply, under Section 1 of this Service Agreement in connection with the collection of those amounts; (b) either party's breach of Section 3 (Ownership) or Section 4 (Licenses) of this Service Agreement; or © amounts paid or payable to unrelated third parties under Section 6 (Indemnity) of this Services Agreement and related defense costs.

6) Indemnity

a) Simply will release, indemnify, defend and hold harmless you and your agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the "Client Indemnitees") from all liabilities, claims, damages, costs and expenses, including reasonable attorney fees and expenses (each, an "Indemnified Loss"), relating to or arising out of (a) Simply's breach of this Agreement [or negligence], or (b) copyright infringement specifically relating to Simply-provided components or Simply-provided content in the Simply Service (other than Third Party Services) that we provide to you.

b) You will release, indemnify, defend and hold harmless Simply, the person providing the Third Party Services and any of their licensors, contractors, agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the "Simply Indemnitees") from all Indemnified Losses, relating to or arising out of (a) your breach of this Agreement or negligence; (b) a claim by any person providing Third Party Services; (c) the inclusion of any other person's trademarks in any metatags or other elements of a Service; (d) any comments, documents or other content that any persons posts on your website or any other public electronic forum associated with you, your goods, services or other products; or (e) any goods, services, information, material or content on your website or which you provide to Simply for us to use on your behalf.

c) As a condition to receiving the protections described in this Section 6, the person entitled to those protections (the "Indemnitee") must (a) provide the party obligated to provide those protections (the "Indemnitor") prompt notice of any claim that might give rise to an Indemnified Loss (except that failure to give prompt notice will not limit, impair or otherwise affect the Indemnitee's rights unless the Indemnitor is prejudiced by that failure, and then only to the extent of the prejudice); and (b) give the Indemnitor full and complete authority (including settlement authority), information and assistance for the defense of that claim; and neither party will settle any such claim without the other party's prior written consent except that the Indemnitor may enter into a settlement agreement as long as it includes a full and final release of all claims against the Indemnitee, does not admit fault or liability by the Indemnitee and does not impose any continuing obligations on the Indemnitee.

7) Your Representations, Warranties and Promises

You represent, warrant and agree that: (a) you have the power and authority to enter into and perform your obligations under the Agreement, (b) you are of legal age to enter into the Agreement; (c) your use of the Service will not directly or indirectly (i) infringe or misappropriate the intellectual property, publicity or legal rights of any other person; or (ii) violate any court order, contract or other obligation by which you are bound; (d) you will comply with the Policies and the other provisions of the Agreement; and (e) you will comply with applicable law.

8) Notices

Except as expressly provided otherwise in this Agreement, all notices to Simply must be in writing and delivered via overnight courier or certified mail, return receipt requested, to Simply, LLC, Attention: Accounting, 1830 Blankenship Road Suite 175, West Linn OR, USA. Simply may deliver notices to you by sending them to the mailing address or email address that you provided when you placed your order, provided your Billing information, or opened an account with Simply, and as you may have updated that information.

9) Announcements

When sending information to you, Simply intends to comply with Federal and State laws relating to unwanted communications. Unless you comply with any opt-out or unsubscribe options Simply may provide, you authorize Simply to contact you at the telephone number or email or postal address you provided to Simply (as you may update that information) regarding information that Simply believes may be of interest to you. Notices, messages, announcements, and communications may include transactional or relationship content, commercial content, telephone solicitations, and other information such as marketing suggestions, account suggestions, changes, upgrades, new products, or services.

10) Interpretation

Section and paragraph headings are for convenience only and do not affect the meaning or interpretation of this Agreement. You have had the opportunity to have the Agreement reviewed by your attorneys; therefore, no rule of construction or interpretation that disfavors Simply or that favors you will apply to the interpretation of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms. The term "affiliate" means, with respect to a named individual or entity, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control with the named individual or entity on the effective date of this Agreement or at any time following that effective date. The term "and/or" means each and all of the persons, words, provisions or items connected by that term; i.e., it has a joint and several meaning. The term "applicable law" or words of similar import mean the laws, regulations, conventions, treaties, administrative rules, ordinances, court orders and other legal requirements of any governmental authority that has jurisdiction over or governs any person. The term "business day" means Monday through Friday excluding legal holidays observed by the United States Government. Any other reference to a "day" means a calendar day. The term "control" means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, or otherwise. The words "includes" and "including" are not limiting in any way and mean "includes or including without limitation." The words "must", "shall" and "will" are synonyms, and each means the action is mandatory rather than permissive. The word "person" includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations and other natural and legal persons. To the extent a person's acceptance, consent, approval, authorization, determination, specification or similar action is required or permitted under any provision in this Agreement, that person may grant, withhold or condition that consent, approval, authorization, determination or specification in its sole discretion unless expressly stated otherwise in that provision.

11) Governing Law; Jurisdiction and Venue

This Agreement and any disputes under the Agreement or related in any way to the Service will be governed in all respects by and construed in accordance with the laws of the State of Oregon and, to the extent applicable, the federal laws of the United States of America, excluding their conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree (a) to submit to the jurisdiction of and venue in the state and federal courts located in the State of Oregon and (b) not to initiate any legal proceeding against Simply in any other jurisdiction. BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION BROUGHT IN CONNECTION WITH THIS AGREEMENT.

12) Export Restrictions

You will not import, export, or re-export directly or indirectly, any Service in violation of applicable law.

13) US Government Users

If Simply provides any Service to a US Government User, that Service and any software and/or accompanying documentation for that Service are "commercial items," as those terms are defined in 48 CFR 2.101, they consist of "commercial computer software" and "commercial computer software documentation," as those terms are used in 48 CFR 12.212 and they are provided to the US Government only as commercial end items. All US Government entities that have the right to use the Service will have only those rights described in this Agreement.

14) Force Majeure

Neither party will be deemed in default under this Agreement, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations under this Agreement due to causes beyond its control including earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government; or any other cause or circumstance, whether of a similar or dissimilar nature to the preceding, beyond the reasonable control of the affected party, provided that the party relying upon this section (a) gives the other party prompt written notice of that situation and, in any event, within five days of its discovery of that situation; and (b) takes all steps reasonably necessary under the circumstances to mitigate the effects of that force majeure event. If a force majeure event extends for a period in excess of 30 days, either party may immediately terminate the Agreement related to the affected Service.

15) Amendments & Changes to the Terms of Service

Simply may revise, add to, delete from, or modify these terms at any time without liability. Changes to these Terms will not apply retroactively and will become effective 7 days after posting; however, changes to functionality or those made for legal reasons, or if imposed by a Third Party Provider will be effective immediately. The revised Terms will be posted at https://www.get-simply.com/terms-of-service-agreement/. You should look at these Terms regularly. Shortly before the deadline of any notice of termination described in Section 1 d) ii) of this Service Agreement, you should review the current version of the Terms of Service, on the Simply website to determine if you are willing to be bound by that document. If you are not willing to be bound by any revision to that posted document, you must prevent renewal of your Service by notifying Simply in the manner described in the Agreement.

16) Miscellaneous

Simply is one of your independent contractors. Simply is not your partner, employee or joint venturer. Except for the Client Indemnitees and the Simply Indemnitees, there are no intended third party beneficiaries of this Agreement. You will not assign or transfer the Agreement or any of your rights or obligations under this Agreement without Simply's prior written consent. Simply may assign or transfer to another the Services or Agreements we provide to you, and may allow you to do so with the written permission of Simply. The Agreement will inure to the benefit of and be binding upon each permitted successor or assigns of the parties. Each provision in the Agreement will be treated as a separate and independent clause, and the unenforceability of any one clause will not impair the enforceability of any other clause in this Agreement. Moreover, if any provision of the Agreement is for any reason be held to be void or unenforceable as written, the parties intend that (a) such provision of the Agreement be enforced to the extent permitted by law, and (b) the balance of the Agreement remain in full force and effect. No waiver of any provision of the Agreement will be effective unless it is in writing and signed by an authorized officer of Simply, and either party's granting of a waiver on one occasion will not affect its right to enforce that provision or any other provision of the Agreement at a later time.

17) Entire Agreement

This Agreement contains the entire understanding and agreement of the parties with respect to the matters it addresses, and it supersedes all previous agreements, statements and promises made by either party that are not contained in the Agreement.

Date Last Revised: 10-19-2017 Simply, LLC, Inc. All rights reserved.