BOOKINGS CLOUD ONLINE SAAS AGREEMENT

3. Service Order

Upon signature of a Service Order, all of its terms shall be incorporated into this BSA, and each party hereby agrees to fulfill its respective obligations set forth therein. To the extent that the terms of this BSA conflict with any of the terms of a Service Order, the terms of this BSA shall control and prevail except to the extent the Service Order explicitly states that it intends to modify the conflicting terms, in which case the Service Order supersedes this BSA. Any such modification will be valid only for that particular Service Order and will not amend this BSA generally.

4. Fees and Payments         

4.1 Fees. Client shall pay all fees, costs, expenses, and other amounts due to BC that are set forth in the Service Order or otherwise agreed by the parties (the “Fees”). Except as otherwise set forth in the Service Order: (i) Fees are quoted and payable in United States dollars (ii) Fees are based on the extent of Professional Services, the level of access to the Service and/or number of Authorized Users purchased, and (iii) payment obligations are non-cancelable and Fees paid are non-refundable. BC may provide discounts on Fees or other special incentive(s) for Client to purchase access to the Service subject to Client’s performance of certain marketing, promotional or other In such event, Client agrees that its commitment to such other obligations is a material incentive to BC agreeing to provide the discounted rates or special incentive(s), so should Client fail to perform such obligations, Client agrees that BC may adjust its pricing accordingly.

4.2 Invoicing and Payment. All Fees will be invoiced monthly, or as otherwise described in the Service Order and are due and payable within 30 days of the invoice date. Client is solely responsible for maintaining complete and accurate billing and contact information.

4.3 Late Payments. If any amount is past due: (a) BC may immediately suspend Client’s access to the Service and/or the performance of Professional Services, in whole or in part, until such amounts are paid in full; (b) such amounts may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, (c) BC may condition future renewals on payment terms shorter than those specified herein; and (d) Client will reimburse BC for its reasonable attorney fees and other costs incurred to collect any Fees due under the Agreement.

4.4 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use, excise, transfer, transactions, gross receipts, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with the Professional Services and right to access and use the Service. If BC is found to have the legal obligation to pay or collect Taxes for which Client is responsible hereunder, BC will invoice Client the appropriate amount and Client agrees to pay such amount, unless Client provides a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, each party is solely responsible for taxes assessable against the party based on its income, property, franchise, net worth, and/or employees or similar taxes.

5. Term and Termination        

5.1 Term. Unless terminated earlier as permitted herein: (i) this BSA shall commence on the Effective Date and remain in effect until terminated by either party without cause upon at least sixty (60) days prior written notice, provided that if any Service Order remains in effect on the date of any such termination, this BSA shall remain in effect until the expiration or termination of such Service Order; and (ii) each Service Order shall be in effect for the Subscription Term defined therein. For clarity, neither party may terminate a Service Order without cause unless expressly permitted in such Service Order.

5.2 Termination. Either party may terminate this BSA or a Service Order, at any time, in the event that the other party: (a) breaches any material term of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice thereof from the non-breaching party; or (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian or similar agent appointed by a court of competent jurisdiction to take charge of or sell a material portion of its property or business.

5.3 Effect of Termination. Upon termination or expiration of this BSA or Service Order: (a) all rights granted hereunder will immediately cease and Client must cease all access to and use of the Service; (b) Client remains solely responsible to pay all Fees incurred prior to the effective date of such expiration or termination. Sections 1, 2.2, 4, 5.3, 6.4, 7.1, 7.3, 9, 10, 11, and 12 will survive any termination or expiration of this BSA.

6. Representations, Warranties and Covenants; Disclaimer

6.1 Mutual Warranties. Each party hereto represents, warrants and covenants to the other party that: (a) it is a corporation or other legal entity duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and it has the full right, power and authority to enter into the Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of the Agreement by it, and the performance of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound (including, but not limited to, any third party exclusivity provisions that such party is bound by); (c) it has taken all action necessary for the lawful execution, delivery and performance of the Agreement; the person executing the Agreement on its behalf has been duly authorized to do so by all requisite corporate action; and when executed and delivered by it, the Agreement will constitute a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof.

6.2 BC Warranties. BC represents, warrants and covenants to Client that it has the trained personnel to perform the Professional Services properly and consistent with standard industry practices, and that it will perform the Professional Services in a professional and workmanlike manner and in compliance with applicable law.

6.3 Client Warranties. Client represents, warrants and covenants to BC that (i) the Client Material will comply with applicable laws, rules and regulations and not infringe, invade, or violate any Intellectual Property Rights or any other third-party right; (ii) Client owns the Client Material or has licensed it from third parties with rights sufficient to grant BC the licenses in this Agreement (without any payment by BC to any third party and without the need for BC to clear or obtain any additional rights to exercise these licenses (e.g., third party statistical data, talent fees, residual payments, etc.)); (iii) it will perform its obligations hereunder in compliance with all applicable federal, state and local laws, rules and governmental regulations; and (iv) the Client Material are and will be free of any software disabling devices, time bombs, viruses, or devices or defects of similar nature.

6.4 Disclaimer. THE SERVICE, PROFESSIONAL SERVICES AND ANY OTHER SERVICES OR MATERIALS PROVIDED BY BC ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR BC DOES NOT GUARANTEE THAT THE USE OF THE SERVICE OR PERFORMANCE OF THE PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICE OR PROFESSIONAL SERVICES ARE COMPLIANT WITH ANY SPECIFIC LAWS APPLICABLE TO CLIENT.

7. Proprietary Rights

7.1 Ownership. As between Client and BC: (a) all Intellectual Property Rights in and to the Client Material are and shall remain the sole property of Client and BC shall acquire no right of ownership or use with respect to any Client Material, except as set forth in the Agreement; and (b) all Intellectual Property Rights in and to the Service are and shall remain the sole property of BC and Client shall acquire no right of ownership or use with respect thereto except as explicitly set forth herein. Without limiting the foregoing, Client acknowledges that all data, content, software, code, technology, inventions, know-how and methodology embodied within the Service or used by BC in performing the Professional Services are proprietary to, and are the valuable trade secrets of, BC.

7.2 Use of Client Material. Client hereby grants to BC a worldwide, non-exclusive, fully-paid, royalty-free, transferable right and license to access, use, reproduce, transmit, transfer, and display the Client Material in order to provide the Service to, and perform the Services and/or Professional Services for, Client. In addition, Client hereby grants to BC a worldwide, non-exclusive, fully-paid, perpetual, royalty-free, transferable right and license to access and use any and all data provided by Client to BC hereunder to improve BC’s Services.

7.3 Feedback. Client personnel may from time to time provide to BC comments suggestions, recommendations and other feedback regarding the Service and/or Professional Services (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. BC shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute, and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to Client or to any third party.

8. Security; Privacy

8.1 Access Controls. Client is responsible for properly configuring and using the Service and taking Client’s own steps to maintain appropriate security, protection and backup of Client Material, which should include the use of encryption technology and routine archiving thereof. Client shall be solely responsible for the security and proper use of all identifications, log-in credentials, private keys, passwords, or other security devices used by or assigned to Client in connection with the Service, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to unauthorized persons or entities. Client must immediately inform BC if there is any reason to believe that any such security device has or is likely to become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way. BC reserves the right to require Client to change any or all of the user identifications or passwords of its authorized personnel.

8.2 Privacy. To the extent Client provides BC with any “Personal Data” (as defined in the Data Protection Exhibit), the parties agree to comply with the obligations set forth in the Data Protection Exhibit, available at the following link.

9. Confidentiality

9.1 Definition. Each party (a “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose information of a confidential nature including, without limitation, product information, specifications, pricing, financial information, software, research and development and proprietary algorithms, in each case that is (a) clearly and conspicuously marked as “confidential” or with a similar designation, (b) identified in writing by Disclosing Party as “confidential” before, during or within ten (10) days after the disclosure, or (c) by its nature should be understood by a reasonable person to be confidential (collectively, “Confidential Information”).

9.2 Non-Disclosure. The Receiving Party agrees that it will not publish, disclose or otherwise divulge any Confidential Information of the Disclosing Party without the prior written approval of the Disclosing Party in each instance, except to those of its Representatives (as defined below) necessary (a) for the Receiving Party to carry out its obligations under the Agreement or (b) to provide related services (e.g., an audit). Each party will use at least the same level of care to maintain the Confidential Information of the other party as it uses to maintain the confidentiality of its own non- public information of similar nature, and in no event less than reasonable “Representative” means directors, officers, managers, affiliates, employees, independent contractors, service providers, vendors, agents, and/or advisors (including attorneys, accountants, financial advisors, and consultants). Each party, as Receiving Party, represents that its Representatives who receive Disclosing Party's Confidential Information will be bound by confidentiality obligations at least as protective of the Confidential Information as those contained herein.

9.3 Exceptions. Confidential Information will not include any information that (a) is or subsequently becomes publicly available or generally known in the relevant industry without Receiving Party's breach of any obligation owed to Disclosing Party; (b) was known to the Receiving Party or its Representatives prior to disclosure of such information by Disclosing Party; (c) is received from a third party who is not known by the Receiving Party to be subject to an obligation of confidentiality to Disclosing Party with respect to such information; (d) can be shown by documentation to have been independently developed by the Receiving Party without use of any Confidential Information; or (e) is obtained in newsgathering by a reporter, writer, editor, or researcher who either works for or is providing services to BC or its affiliates, provided it is not obtained from BC’s personnel who are involved in operations under the Agreement and who received the Confidential Information in connection therewith.

9.4 Disclosure Required by Law. If the Receiving Party is requested or required to produce any of the Disclosing Party’s Confidential Information pursuant to subpoena, investigative demand, court order, or other legal process, the Receiving Party will take reasonable steps (unless prohibited) to give Disclosing Party sufficient prior notice to enable Disclosing Party to attempt to avoid, limit, or receive protective treatment over such disclosure (if Disclosing Party so decides), will use reasonable efforts to cooperate with Disclosing Party in such attempt (at Disclosing Party’s expense with respect to out-of- pocket costs) and, if disclosure is required, will furnish only such portion of the Confidential Information as it is legally compelled to disclose.

10. Indemnification

10.1 Indemnification by BC. If any third-party initiates a lawsuit against Client resulting from an accusation that Client’s use of the Service as provided to Client infringes any United States patent, copyright, trademark or trade secret, Client must promptly notify BC in writing. BC will defend Client against such lawsuit if Client reasonably cooperates with BC and allows BC to control the defense and all related settlement negotiations, and then BC will indemnify Client from and against any damages finally awarded for such infringement or settlements entered into by BC on Client’s Notwithstanding the foregoing, BC will have no liability, and will have no obligation to defend or indemnify Client to the extent a lawsuit or claim is based upon (a) use of other than the then-current, unaltered version of the Service; (b) use, operation or combination of any aspect of the Service with non-BC technology; (c) continued use of infringing aspects of the Service after receipt of written notice from BC to cease such use; (d) software, code, applications or materials of third- parties, including Adobe and any “open source”, “Creative Commons” or other publicly-licensed materials; or (e) use of the Service in violation of the Agreement. In the event the use of the Service is, or BC believes is likely to be, alleged or held to infringe any third-party Intellectual Property Right, BC may, at its sole option and expense, (i) procure for Client the right to continue using the affected aspect of the Service, (ii) replace or modify the affected aspect of the Service with substantially equivalent functionality so that it does not infringe, or, if either (i) or (ii) is not commercially feasible, (iii) terminate the Agreement. The foregoing constitutes BC’s entire liability, and Client’s sole and exclusive remedy with respect to any third-party lawsuits or claims arising from the Agreement.

10.2 Indemnification by Client. Client will indemnify, defend and hold harmless BC and its affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or relating to (a) Client’s use of or access to the Service (except to the extent claims are covered by Section 10.1 above); (b) its breach or alleged breach of any of its warranties, covenants and/or obligations under this Agreement; (c) the Client Material; (d) the rental properties managed by the Client; (e) the negligent acts or omissions of Client and/or the property owners of the properties managed by Client; and/or (f) Client’s third party agreements with property owners, property renters and/or third party competitors of BC. In the event indemnification is sought by BC, BC will (i) promptly give Client written notice of the claim (provided that no failure to do so will relieve Client of its obligations hereunder except to the extent Client suffers actual prejudice by such failure; (ii) give Client sole control of the defense and settlement of the claim (provided that BC may participate in such defense and settlement through attorneys of its own choosing at its own cost and Client may not settle any such claim without BC’s prior written approval unless the settlement unconditionally releases BC of all liability); and (iii) provide to Client reasonable assistance (at Client’s expense).

11. Limitations of Liability; Basis of Bargain           

11.1 LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BC WILL NOT BE LIABLE TO CLIENT, CLIENT’S CUSTOMER AND/OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY FOR THE FOLLOWING IN CONNECTION WITH THE AGREEMENT, THE SERVICE, OR PROFESSIONAL SERVICES: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) EXCEPT FOR AMOUNTS DUE UNDER THE AGREEMENT, ANY AGGREGATE AND CUMULATIVE LIABILTIY IN EXCESS OF THE FEES PAID TO BC BY CLIENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LIABILITY FIRST AROSE.

11.2 BASIS OF BARGAIN. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON WARRANTIES AND DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CLIENT EXPRESSLY ACKNOWLEDGES THAT THE FEES CHARGED FOR ACCESS TO AND USE OF THE SERVICE AND ANY PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER ARE BASED UPON THE PARTIES’ EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MAY BE INCURRED BY USE OF THE SERVICE OR IN CONNECTION WITH THE PROFESSIONAL SERVICES WILL BE BORNE BY CLIENT AND NOT BC AND WERE BC TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO CLIENT.

12. General

12.1 Independent Contractors. It is the intention of BC and Client that BC and Client are, and will be deemed to be, independent contractors with respect to each other, and nothing contained in the Agreement will be deemed or construed in any manner whatsoever as creating (a) any partnership, joint venture, employment, franchise, agency, fiduciary or other similar relationship between BC and Client or (b) any right of either party to enter into any agreement or commitment binding on the other party.

12.2 Notice. Routine communications under the Agreement may be made by e-mail. Any notices regarding termination, breach, or indemnification (“Legal Notices”) shall be effective only if delivered in writing, in the English language, in compliance with this section to the respective address for the party set forth in the first paragraph of this BSA or such other address as such party last provided to the other by written notice given in accordance with this All Legal Notices shall be deemed given when personally delivered or three days after being sent by prepaid certified or registered U.S. mail. To be effective, all Legal Notices to BC shall be addressed to the attention of the Chief Executive Officer (or such other person as may be designated by BC upon notice given in accordance with this section), with a copy emailed to CLO@advance.com and sent contemporaneously to Chief Legal Officer, Advance Publications, Inc., One World Trade Center, New York, NY 10007.

12.3 Assignment. The Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including, without limitation, by operation of law, without the prior written consent of the non-assigning party; provided that BC may assign the Agreement without Client’s consent in connection with the sale, merger or other transfer of all or substantially all of the assets of the business to which this Agreement relates. BC also has the right to assign this Agreement at any time to an affiliate without Client’s consent. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this section including, without limitation, by operation of law, is Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the parties’ permitted successors and assigns.

12.4 Insurance. Client will maintain in effect throughout the Term of this Agreement: (a) errors and omissions insurance, or equivalent professional liability coverage, including coverage for the infringement of applicable intellectual property rights and data breach/cyber liability in amounts no less than $5 million per claim with an aggregate of no less than $10 million, (b) comprehensive commercial general liability insurance, including coverage for bodily injury and property damage, contractually assumed liability and independent contractors in amounts no less than a combined single limit of $1 million per occurrence and $2 million in the aggregate annually, (c) statutory workers’ compensation coverage or its equivalent and employers liability insurance for a limit of no less than $1 million. Client will provide a certificate of insurance to BC evidencing the foregoing within ten (10) days from the Effective Date of this Agreement, and said certificate shall name BC as an additional insured, on a primary and non-contributory basis. Client shall provide BC with written notice of any material change, reduction, cancellation or non-renewal of the above policies in accordance with the policy provisions.

12.5 Governing Law. The Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of a jurisdiction other than the State of New York.

12.6 Consent to Jurisdiction; Service of Process. Each party hereto irrevocably submits to the jurisdiction of any federal or state court located within the county of New York, New York for the purposes of any suit, action or other proceeding arising out of the Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in the preamble to this BSA above shall be effective service of process for any action, suit or proceeding in any federal or state court located within New York, New York with respect to any matters to which it has submitted to jurisdiction in this section. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of the Agreement or the transactions contemplated in any federal or state court located within New York, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

12.7 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

12.8 Dispute Resolution. If any dispute arises between the parties hereto relating to the Agreement, prior to instituting any lawsuit on account of such dispute, the parties will attempt in good faith to settle such dispute first by negotiation and consultation between themselves. This provision shall not preclude either party from seeking immediate injunctive relief in the event such party believes that irreparable harm will occur.

12.9 Export Compliance. Client will comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service. Without limiting the foregoing, (i) Client represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Client will not permit anybody to access or use the Service in violation of any U.S. export embargo, prohibition or restriction.

12.10 Amendment and Waiver. Except as otherwise provided herein, no amendment to, modification, or waiver of, any provision of the Agreement will be effective unless in writing and signed by the party against whom the amendment, modification, or waiver is asserted. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that The waiver by any party of any breach or default will not constitute a waiver of any different or subsequent breach or default.

12.11 Severability. Each provision of the Agreement shall be viewed as separate and distinct, and in the event that any provision shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the court finding such illegality, invalidity or unenforceability shall modify or reform the Agreement to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed shall be deleted and the remaining provisions of the Agreement shall continue in full force and effect.

12.12 Force Majeure. Any failure, delay or omission by a party hereto in the performance of any obligation under the Agreement (except delay or failure to pay) shall not be deemed a breach of the Agreement or create any liability, if the same arises from any cause or causes beyond the control of such party, including, but not limited to, the following, which, for purposes of the Agreement shall be regarded as beyond the control of each of the parties hereto: acts of God or elements of nature like storm, flood, or earthquake, fire, changes in law or governmental regulation, war, rebellion, insurrection, revolution, terrorism, riot, civil disorder, invasion, strike, lockout, labor difficulties, generalized internet interruptions, telecommunications problems, denial of service attacks, or outages caused by the failure of public network or communications components.

12.13 Entire Agreement. This BSA, together with each executed Service Order, constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings relating to such subject Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation provided by Client will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

12.14 Captions. All captions contained herein are for convenience of reference only, do not form a part hereof and shall not affect in any way the meaning or interpretation of the Agreement.

12.15 Click-Through Agreement. This Agreement may be executed by Client by Client affirmatively clicking to agree to the terms and conditions of this Agreement online.

12.16 Publicity. Client will not issue any press releases or use the name of BC regarding this Agreement without BC’s prior written consent. BC may issue any press releases or use the name of Client regarding this Agreement without Client’s consent.