LookPrior Business Solutions Terms & Conditions

Effective as of July 3, 2019

This TERMS & CONDITIONS (“Agreement”) governs your purchase and use of all Web site hosting services, including the Dedicated Hosting Services, Co-Location Services, Shared Hosting Services, Email Services, Domain Name Services and Database Services, including any other Services offered by the LookPrior Business Solutions Center (collectively, the “Services”). The LookPrior Business Solutions Center is also known as LookPrior Business Solutions.

THIS AGREEMENT IS ENTERED INTO BETWEEN BUSINESS SOLUTIONS BUSINESS A SUBDIVISION OF LOOKPRIOR, INC. (“LOOKPRIOR BUSINESS SOLUTIONS”) AND YOU THE CUSTOMER (“CUSTOMER”). LOOKPRIOR BUSINESS SOLUTIONS IS WILLING TO ENTER INTO THIS AGREEMENT ONLY ON THE CONDITION THAT CUSTOMER PAYS THE APPROPRIATE FEES AND ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT.

PLEASE READ THE TERMS CAREFULLY. BY READING THIS AGREEMENT, USING LOOKPRIOR BUSINESS SOLUTIONS SERVICES AFTER April 9, 2019, OR USING LOOKPRIOR BUSINESS SOLUTIONS’S CONTROL PANEL, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT.

LOOKPRIOR BUSINESS SOLUTIONS may modify any of the terms and conditions contained in this Agreement and any policy or guideline incorporated by reference, at any time in its sole discretion and may also determine whether and when the modifications apply to existing or future customers. Any modifications are effective upon posting of the revisions on the LOOKPRIOR BUSINESS SOLUTIONS Web site (the “Site”). LOOKPRIOR BUSINESS SOLUTIONS will post a notice of modifications to this Agreement on the Site for 30 days. LOOKPRIOR BUSINESS SOLUTIONS may post modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following LOOKPRIOR BUSINESS SOLUTIONS’s posting of any modifications constitutes your acceptance of the modifications.

1. Term and Payment for Services

1.1 Term

This Agreement will be for an “Initial Term” of either:

(a) 30 days if you register for Shared Hosting Services,

(b) 12 months from the order date if you register for Dedicated Hosting or Co-Location Services, or

(c) as otherwise chosen by you in the Order Form, located on the Site, at the time you register for the Services.

This Agreement will be automatically renewed (the “Renewal Term”) at the end of the Initial Term for the same period as the Initial Term, unless you provide LOOKPRIOR BUSINESS SOLUTIONS with notice of termination either:

(a) at least 7 days before the end of the Initial Term or the Renewal Term, whichever is then applicable, if you registered for and are receiving Shared Hosting Services other than Shared Hosting Services pre-paid for a 1-year period, or

(b) at least 30 days before the end of the Initial Term or Renewal Term, whichever is then applicable, if you registered for and are receiving Dedicated Hosting Services or have pre-paid for a 1-year period of Shared Hosting Services.

You must provide LOOKPRIOR BUSINESS SOLUTIONS with your notice of termination by emailing your notice to cancel@LOOKPRIOR BUSINESS SOLUTIONS.com. Upon emailing your notice, you will be required to provide LOOKPRIOR BUSINESS SOLUTIONS with sufficient customer identification information so that LOOKPRIOR BUSINESS SOLUTIONS may properly identify you and your account. Any notice of termination will be effective upon LOOKPRIOR BUSINESS SOLUTIONS’s receipt of notice.

1.2 Termination Policy

If you terminate the Services before the end of the Initial Term or the Renewal Term, whichever is then applicable:

(a) LOOKPRIOR BUSINESS SOLUTIONS will not refund to you any fees paid in advance of termination, and

(b) you will be required to pay the lesser of 3 times the standard monthly charge or 100% of LOOKPRIOR BUSINESS SOLUTIONS’s standard monthly charge for each month remaining in the term, unless otherwise expressly provided in this Agreement.

But if you have pre-paid for a 1-year period of Shared Hosting Services, you are entitled to a pro-rata refund of the remaining months in the annual period, calculated at the standard monthly rate for the Shared Hosting Services, not the discounted annual rate. You must submit your termination request to LOOKPRIOR BUSINESS SOLUTIONS in the manner described in Section 1.1. LOOKPRIOR BUSINESS SOLUTIONS may terminate this Agreement at any time and for any reason by providing to you 30 days’ prior written notice of termination. If LOOKPRIOR BUSINESS SOLUTIONS terminates this Agreement, LOOKPRIOR BUSINESS SOLUTIONS will refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date, unless otherwise expressly provided in this Agreement.

1.3 Liability and Obligations on Termination

If the Agreement expires or is terminated for any reason, LOOKPRIOR BUSINESS SOLUTIONS is not liable to you because of the expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from the termination or expiration. If you terminate this Agreement, LOOKPRIOR BUSINESS SOLUTIONS will not relieve you of any obligations to pay fees and costs accrued before the termination date or any other amounts you owe to LOOKPRIOR BUSINESS SOLUTIONS under this Agreement.


1.4 Charges

You will pay all charges for your use of the Services at the then current LOOKPRIOR BUSINESS SOLUTIONS prices, which will be exclusive of any applicable taxes. You are responsible for paying all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on LOOKPRIOR BUSINESS SOLUTIONS’s net income.


1.5 Payment

You will pay all charges for Services in advance according to the then current price for the Services. When registering for Services, you must choose to pay for the Services either by credit card or upon your receipt of an invoice. If you choose to pay by credit card, you authorize LOOKPRIOR BUSINESS SOLUTIONS to charge your credit or debit card to pay for any charges that may apply to your account. LOOKPRIOR BUSINESS SOLUTIONS may accumulate any supplemental charges, as described in the Order Form, that you incur in your use of the Services (“Supplemental Charges”) until the charges exceed $20 and then charge your card. You must notify LOOKPRIOR BUSINESS SOLUTIONS of any changes to your card account (including, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit LOOKPRIOR BUSINESS SOLUTIONS from charging your account. If you choose to be invoiced for Services, LOOKPRIOR BUSINESS SOLUTIONS will send an invoice to you for the Services for the period for which you have registered for the Services. LOOKPRIOR BUSINESS SOLUTIONS may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You will pay to LOOKPRIOR BUSINESS SOLUTIONS the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within 3 days from the applicable due date for credit card or invoice payments, LOOKPRIOR BUSINESS SOLUTIONS will assess late charges equal to 20% of the invoice amount per month. Your failure to fully pay any fees and taxes within 10 days after the applicable due date is a material breach of this Agreement, justifying LOOKPRIOR BUSINESS SOLUTIONS in suspending its performance and terminating this Agreement. If LOOKPRIOR BUSINESS SOLUTIONS terminates for your material breach, you must still pay past due fees plus interest. You are responsible for any costs LOOKPRIOR BUSINESS SOLUTIONS incurs in enforcing collection, including reasonable attorneys’ fees, court costs and collection agency fees. If you reinstate Services, you must pay any fees associated with reinstating Services.

1.6 30 Day Guarantee

If you are not fully satisfied with the Services, you may terminate this Agreement at any time during the first 30 days from your initial order date and receive a full refund of all payments you made to LOOKPRIOR BUSINESS SOLUTIONS for the Services. To receive your refund, you must terminate this Agreement in the manner described in Section 1.1 and cease using the Services, and LOOKPRIOR BUSINESS SOLUTIONS must receive your termination notice within the 30-day period. Your notice must describe why you are not satisfied with the Services.

2. Use of Services

2.1 Applicable Policies and Guidelines

The LOOKPRIOR BUSINESS SOLUTIONS Acceptable Use And Service Guidelines (the “Usage Guidelines”) govern the general policies and procedures for use of the Services. LOOKPRIOR BUSINESS SOLUTIONS’s On-line Privacy Statement governs how LOOKPRIOR BUSINESS SOLUTIONS collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the On-line Privacy Statement are posted on LOOKPRIOR BUSINESS SOLUTIONS’s Web site at www.LOOKPRIOR BUSINESS SOLUTIONS.com (or such other location as LOOKPRIOR BUSINESS SOLUTIONS may specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES AND ANY MODIFICATIONS TO THE TERMS. LOOKPRIOR BUSINESS SOLUTIONS MAY TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT.

2.2 Material and Product Requirements

You must ensure that all material and data placed on LOOKPRIOR BUSINESS SOLUTIONS’s equipment is in a condition that is “server-ready,” which is in a form requiring no additional manipulation by LOOKPRIOR BUSINESS SOLUTIONS. LOOKPRIOR BUSINESS SOLUTIONS will make no effort to validate any of this information for content, correctness or usability. If your material is not “server-ready”, LOOKPRIOR BUSINESS SOLUTIONS may reject this material. LOOKPRIOR BUSINESS SOLUTIONS will notify you of its refusal of the material and afford you the opportunity to modify the material to satisfy LOOKPRIOR BUSINESS SOLUTIONS’s requirements. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. You must have the necessary knowledge to create and maintain a Web site. LOOKPRIOR BUSINESS SOLUTIONS does not provide this knowledge or customer support outside of the Services.

2.3 Bandwidth, Storage, and E-Mail Usage

For Services, you will not exceed the bandwidth, storage and E-mail usage limits in the Order Form. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month or if you exceed E-Mail storage and attachment size limitations, LOOKPRIOR BUSINESS SOLUTIONS may, in its sole discretion, assess you with additional charges, suspend the Service, or terminate this Agreement. If LOOKPRIOR BUSINESS SOLUTIONS elects to take any corrective action, LOOKPRIOR BUSINESS SOLUTIONS will not refund any unused pre-paid fees. Your use of your account and access to it is your responsibility. You are responsible for any unauthorized access to your account resulting in bandwidth, storage and/or E-mail usage exceeding the limits in the Order Form and resultant charges.

2.4 Domain Names

As part of the Services, you will provide LOOKPRIOR BUSINESS SOLUTIONS with a registered domain name or names, or LOOKPRIOR BUSINESS SOLUTIONS will register domain name(s) you select if the domain name is available for registration and does not violate any ICANN’s (The Internet Corporation for Assigned Names and Numbers) or ICANN accredited registrars’ policies, or any law or regulation. You will promptly reimburse LOOKPRIOR BUSINESS SOLUTIONS for any fees LOOKPRIOR BUSINESS SOLUTIONS pays to an ICANN accredited registrar or other registration services for registering and maintaining the domain name(s). If any dispute or cause of action arises out of or is related to your domain name used in connection with the Services, then upon your request, LOOKPRIOR BUSINESS SOLUTIONS will attempt to register with an ICANN accredited registrar or other registrar an alternative domain name you chose. Upon registering your domain name, you are bound by the terms of the ICANN accredited registrar used by LOOKPRIOR BUSINESS SOLUTIONS then current domain name policy and the policies of the national DNS registration authorities. LOOKPRIOR BUSINESS SOLUTIONS will not refund any fees you paid with respect to the registration of a domain name you are unable to use. If you received a “Free Domain Name Registration” offer when you signed up for the Services, and you terminate the Services within 1 year of the domain name registration, you will immediately pay LOOKPRIOR BUSINESS SOLUTIONS the full retail price for the domain name registration in effect when you registered the domain name, in addition to any other fees for early termination described in this Agreement.

2.5 Security

You are solely responsible for any security breaches affecting servers or accounts under your control. If your server or website is responsible for or involved in an attack on or unauthorized access into another server or system, LOOKPRIOR BUSINESS SOLUTIONS will shut it down immediately. You will pay any charges resulting from the cost to correct security breaches affecting LOOKPRIOR BUSINESS SOLUTIONS or any of its other customers.

2.6 Commercial Advertisements via E-Mail

You will not use LOOKPRIOR BUSINESS SOLUTIONS services, your account or server to send or facilitate in any way the transmission of unsolicited commercial email. LOOKPRIOR BUSINESS SOLUTIONS will enforce substantial penalties, including charging you for related network costs and terminating your account, for violations.

3. Intellectual Property Rights

3.1 Your License Grant to LookPrior Business Solutions

You grant to LOOKPRIOR BUSINESS SOLUTIONS a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly: (a) grant to LOOKPRIOR BUSINESS SOLUTIONS a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that this caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.

3.2 Your Warranties and Representations to LookPrior Business Solutions

You warrant, represent, and covenant to LOOKPRIOR BUSINESS SOLUTIONS that:

(a) you are at least 18 years of age;

(b) you possess the legal right and ability to enter into this Agreement;

(c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines;

(d) you will be financially responsible for the use of your account;

(e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content;

(f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and

(g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

3.3 LookPrior Business Solutions Materials and Intellectual Property

All materials, including any computer software (in object code and source code form), data or information that LOOKPRIOR BUSINESS SOLUTIONS or its suppliers or agents develop or provide under this Agreement, and any know-how, methodologies, equipment, or processes LOOKPRIOR BUSINESS SOLUTIONS uses to provide the Services to you, including all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto will remain LOOKPRIOR BUSINESS SOLUTIONS’s or its suppliers’ sole and exclusive property. LOOKPRIOR BUSINESS SOLUTIONS will also maintain and control ownership of all Internet protocol (“IP”) numbers and addresses that LOOKPRIOR BUSINESS SOLUTIONS may be assign to you. LOOKPRIOR BUSINESS SOLUTIONS may, in its sole discretion, change or remove any and all IP numbers and addresses.

4. Enforcement

4.1 Investigation of Violations

LOOKPRIOR BUSINESS SOLUTIONS may investigate any reported violation of this Agreement, or its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers or third parties. LOOKPRIOR BUSINESS SOLUTIONS will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

4.2 Actions

LOOKPRIOR BUSINESS SOLUTIONS may restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party’s rights or that potentially violates any laws. If LOOKPRIOR BUSINESS SOLUTIONS becomes aware that you have possibly violated this Agreement, any related policies or guidelines, third party rights or laws, LOOKPRIOR BUSINESS SOLUTIONS may immediately take corrective action, including:

(a) issuing warnings, 

(b) suspending or terminating the Service, 

(c) restricting or prohibiting any and all uses of content hosted on LOOKPRIOR BUSINESS SOLUTIONS’s systems, and 

(d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by LOOKPRIOR BUSINESS SOLUTIONS that, in LOOKPRIOR BUSINESS SOLUTIONS’s sole discretion, may violate or infringe any law or third-party rights or that otherwise exposes or potentially exposes LOOKPRIOR BUSINESS SOLUTIONS to civil or criminal liability or public ridicule. 

It is LOOKPRIOR BUSINESS SOLUTIONS’s policy to terminate repeat infringers. These rights of action, however, do not obligate LOOKPRIOR BUSINESS SOLUTIONS to monitor or exert editorial control over the information made available for distribution via the Services. If LOOKPRIOR BUSINESS SOLUTIONS takes corrective action because of a possible violation, LOOKPRIOR BUSINESS SOLUTIONS will not refund to you any fees you paid in advance of the corrective action.

4.3 Disclosure Rights

To comply with applicable laws and lawful governmental requests, to protect LOOKPRIOR BUSINESS SOLUTIONS’s systems and customers, or to ensure the integrity and operation of LOOKPRIOR BUSINESS SOLUTIONS’s business and systems, LOOKPRIOR BUSINESS SOLUTIONS may access and disclose any information it considers necessary or appropriate, including, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on LOOKPRIOR BUSINESS SOLUTIONS’s servers and systems. LOOKPRIOR BUSINESS SOLUTIONS may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of LOOKPRIOR BUSINESS SOLUTIONS’s On-line Privacy Statement and LOOKPRIOR BUSINESS SOLUTIONS’s right to disclose under this section, LOOKPRIOR BUSINESS SOLUTIONS ‘s right to disclose under this section will control.

5. Disclaimed Warranties

LOOKPRIOR BUSINESS SOLUTIONS exercises no control over, and accepts no responsibility for, the content of the information passing through LOOKPRIOR BUSINESS SOLUTIONS’s host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LOOKPRIOR BUSINESS SOLUTIONS DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

6. Limitation and Exclusion of Liability

6.1 Limitations

IN NO EVENT WILL LOOKPRIOR BUSINESS SOLUTIONS OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER LOOKPRIOR BUSINESS SOLUTIONS NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO LOOKPRIOR BUSINESS SOLUTIONS’S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF LOOKPRIOR BUSINESS SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF LOOKPRIOR BUSINESS SOLUTIONS AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO LOOKPRIOR BUSINESS SOLUTIONS UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY LOOKPRIOR BUSINESS SOLUTIONS UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE LOOKPRIOR BUSINESS SOLUTIONS AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1.

6.2 Interruption of Service

LOOKPRIOR BUSINESS SOLUTIONS and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, LOOKPRIOR BUSINESS SOLUTIONS is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).

7. Indemnification

You release and hold harmless, and agree to indemnify, LOOKPRIOR BUSINESS SOLUTIONS and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by LOOKPRIOR BUSINESS SOLUTIONS or its suppliers, arising out of or relating to:

(a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline;

(b) your improper or illegal use the Services; or

(c) your violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including defamation, libel, violation of privacy or publicity).

8. Miscellaneous Provisions

8.1 Entire Agreement

This Agreement, in conjunction with all policies and guidelines incorporated by reference, constitutes the entire agreement between you and LOOKPRIOR BUSINESS SOLUTIONS with respect to the subject matter of the Agreement, and there are no representations, understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines.

8.2 No Fiduciary Relationship; No Third-Party Beneficiaries

LOOKPRIOR BUSINESS SOLUTIONS is not the agent, fiduciary, trustee or other representative of you. Except for the rights of LOOKPRIOR BUSINESS SOLUTIONS’s suppliers under sections 6 and 7, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.

8.3 Amendments

Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge of this Agreement is valid unless in writing and signed by the parties.

8.4 Identification

LOOKPRIOR BUSINESS SOLUTIONS may, free of any obligation to pay compensation, use your name and identify you as a LOOKPRIOR BUSINESS SOLUTIONS client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

8.5 Choice of Law and Forum

THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF GEORGIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN CLAYTON COUNTY, GEORGIA, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF THESE COURTS.

8.6 Compliance with Laws

You will comply with all applicable laws and regulations and will indemnify and save LOOKPRIOR BUSINESS SOLUTIONS harmless from your failure to so comply. LOOKPRIOR BUSINESS SOLUTIONS will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government.

8.7 Non-Assignment

You may not assign this Agreement or any right or obligation under this Agreement, by operation of law or otherwise, without LOOKPRIOR BUSINESS SOLUTIONS’s prior written consent. LOOKPRIOR BUSINESS SOLUTIONS may assign its rights and obligations under this Agreement, and may utilize affiliates and agents in performing its duties and exercising its rights, without your consent. This Agreement are binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

8.8 No Waiver

LOOKPRIOR BUSINESS SOLUTIONS’s failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of LOOKPRIOR BUSINESS SOLUTIONS’s right to subsequently enforce the provision or any other provisions of this Agreement.

8.9 Severability

If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, the term or provision will remain in full force and effect with respect to all other applications.

8.10 Headings

The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of the Agreement.

8.11 Survival

All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.

Contact LookPrior Business Solutions

For the purpose of avoiding any doubt or ambiguity, please feel free to contact LookPrior Business Solutions with your questions at the address provided below:

www.lookprior.com/contact

info@lookprior.com

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