1. Term

The initial term of this Agreement (“Initial Term”) will be effective from the quote date signed for twelve (6) months. Upon expiration of this period, the term of this Agreement will automatically extend for successive monthly (“Renewal Term”), unless either party provides a thirty (30) day advance written notice of cancellation to the other party, prior to the end of the then-current Initial Term or Renewal Term, as applicable.

2. Termination

The Client is committed to the full six (6) month Initial Term of this Agreement. However, either party may terminate this Agreement with a minimum of ninety (30) days’ written notice, effective at the end of the notice period. Should termination occur within the Initial Term, any outstanding fees or obligations up to the termination date will remain due and payable.

If the Client desires to terminate this Agreement due to Reputation ARM’s fault, the Client shall give Reputation ARM written notice detailing the nature of the fault and possible remedies. Reputation ARM shall have a reasonable period of time (but in no event less than thirty (30) days) to cure such fault. If the fault is not cured within this period, the Client may terminate the Agreement.

Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term by providing thirty (30) days prior written notice to the other party.

3. Fees

For the aforementioned scope of services, the Client agrees to the following fee structure:

• Initial Payment: On the effective date of the Initial Term, the Client will pay the agreed minimum commitment of quote amount for 1 location subscriptions for the upcoming month.
• Additional Text Message Fee: $0.05 per message for any text messages exceeding the included 500 messages per month per location.
• Ongoing Payments: Thereafter, the Client will be invoiced monthly on the billing date based on the number of active locations above the minimum commitment.

The location fee is fixed for the duration of the Initial Term and for each subsequent Renewal Term.

Payments can be made either monthly or annually, according to the Client’s preference. All rights and services provided to the Client under this Agreement are contingent upon Reputation ARM’s receipt of full payment.

4. Operational Matters

All information required for the services requested by the Client shall be transmitted to Reputation ARM using mutually agreed-upon methods. Any photographs, illustrations, or other visual materials provided by the Client must be of professional quality and in a format suitable for reproduction without the need for further preparation or alteration.

5. Google Business Profile Indemnification

WHEREAS, Google Business Profile (hereinafter referred to as “GBP”) is a platform owned and operated by Google LLC, and is subject to its terms of service, policies, and algorithms which may change from time to time;

WHEREAS, client has engaged Reputation ARM to perform marketing optimization services, which may include editing, updating, or otherwise modifying the Client’s GBP;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Indemnification by Client: The Client hereby agrees to indemnify, defend, and hold harmless Reputation ARM, its officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to any suspension, penalization, or any other action taken by Google LLC with respect to the Client’s GBP, even if such action results from the services provided by Reputation ARM to the Client.

No Warranty: Reputation ARM makes no representations or warranties regarding the outcome of its services in relation to the Client’s GBP. The Client acknowledges and agrees that Google LLC’s algorithms and policies are beyond the control of Reputation ARM, and that any edits, updates, or modifications made to the Client’s GBP are done at the Client’s own risk.

Notification: The Client agrees to promptly notify Reputation ARM of any suspension, penalization, or other action taken by Google LLC with respect to its GBP.

Entire Agreement: This Indemnification forms part of the Agreement between Reputation ARM and the Client and shall be binding upon the parties, their successors, and permitted assigns.

6. Legal Clearances and Indemnifications

The Client is responsible for obtaining all necessary legal clearances required for the performance of services under this Agreement. The Client shall indemnify, defend (at its own cost and expense), and hold harmless Reputation ARM, its officers, employees, and agents from and against any and all claims, suits, demands, damages, losses, and expenses arising from any breach, misrepresentation, or other act or omission by the Client.

7. Liability

Reputation ARM shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control. These include, but are not limited to, delays and non-performance caused by viruses, denial of service attacks, acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Reputation ARM or by the Client.

Reputation ARM shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement. Reputation ARM’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.

Confidential information is defined as information related to the Client’s or Reputation ARM’s research, development, trade secrets, or business affairs, and includes, in the case of Reputation ARM’s confidential information, concepts presented to, but not selected by, the Client. It does not include information that is generally known or easily ascertainable by third parties. Reputation ARM and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations under this Agreement. For the avoidance of doubt, confidential information does not include information that is public knowledge, was in the recipient’s possession before receipt, or is independently developed by the recipient.

8. Jurisdiction

This Agreement shall be interpreted and construed in accordance with the laws of the State of Michigan, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Oakland County, Michigan, for the purpose of hearing and deciding any and all disputes, claims, and controversies arising out of or relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all reasonable costs and fees incurred, including attorney’s fees.