These Terms of Service govern your access to and use of this website (“Site”) and Strategic Marketing’sServices, as defined below, that you select. StrategicMarketing is a marketing and technology company. You are responsible for ensuring all persons who access or use our Site and Services understand and comply with these Terms.

We make the Site and Services We offer on it available to you subject to these Terms. By using the Site and/or Services, You are accepting these Terms and any modifications We make to them from time to time. You can review the most current version of the Terms at any time by clicking on the Terms of Service link on the Site.

Read these Terms carefully and completely. The Terms describe Strategic Marketer’s rights with respect to the Site and Services and Your obligations with respect to your use of the Site and Services. Do not use the Site or Services if You do not want to accept these Terms.

THESE TERMS INCLUDE A BINDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. PLEASE CAREFULLY REVIEW THE ARBITRATION,CLASS WAIVER AND JURY TRIAL WAIVER SECTION BELOW.

I. Definitions

A. “Applicable Law(s)” means all federal, state and local laws, statutes, rules, regulations, ordinances, industry standards or established regulatory guidance, including but not limited to, those relating to advertising, marketing, consumer protection, data protection, privacy, data security, security breach notification, artificial intelligence or export controls in any jurisdiction in the United States and the District of Columbia, including any and all future amendments thereto or applicable laws.

B. “Parties” means Strategic Marketer and You. Strategic Marketer and You are each a “Party.”

C. “Services” means a comprehensive suite of AI enabled marketing automation technology and software solutions, equipping businesses with tools for data enrichment, lead generation, lead capture, email marketing, voice broadcasting, calling, customer relationship management, text messaging, analytics and reporting, media buying, ad creation, video production, content syndication, social media management, content creation, website, blogs and media sites, webinars, podcasts, business process mapping, SEO, and reputation management and marketing. In addition to our software solutions, We offer a wealth of resources to support users, including help tutorials on how to use services. Beyond software, We provide information products, training programs, coaching, and select fulfillment services to help businesses and agencies.

D. “Strategic Marketer” “Us” or “We” means Strategic Marketer,and Strategic Marketer’s parent company(ies), affiliate entities, subsidiaries, officers, directors, employees, freelancers, independent contractors, business partners, agents, successors and assigns.

E. “Terms” mean and refer to these Terms of Service

F. “User” refers to a person who has accessed this Site, created an Account with a Strategic Marketer,who has access to that Account, and/or used Our Services, and their respective officers, directors, employees, independent contractors, subsidiaries, affiliates, agents, or successors. A User is older than 18 years of age.

G. “User Account” refers to a User’s Strategic Marketer Account.

H. “You” and “Your” means the Strategic Marketer User.

II. Becoming a Strategic Marketer User and How our Renewable Services Work

A. Subscriptions. We provide a number of Services for Users, which are described on https://members.strategicmarketer.com/, our membership only website. Your initial subscription details are provided to You at checkout on Your order page, and You choose either a monthly or annual subscription for Your Services.

B. Orders. Please review Your order page to understand the Service that You are purchasing. Strategic Marketer’s Services, and prices are posted, how You will be charged and when You can cancel.

C. Price Changes and Autorenewals. Price changes are effective on the first day of the month after the price change notice. You understand and agree that the term of each Service shall automatically renew for an additional one month or twelve (12) month-term after the “Initial Subscription Term” (each, a“Renewal Subscription Term”, together with the Initial Subscription Term, the “Subscription Term”), unless either Party provides notice of its intent not to renew at least thirty (30) days in advance of the end of the Initial Subscription Term or then-current Renewal Subscription Term. When You buy a renewable Service, You agree to have Your default payment card charged each billing cycle on a recurring basis for the amount charged for each specific Service and You agree to these Terms as well as to the specific terms of each Service.

D. Auto Renewal Period. Unless You notify Us in accordance with the termination section below that You want to cancel, You will be charged for Your auto renewal. Your auto renewal period runs from its initial period date. Strategic Marketer reserves the right to modify or stop offering renewable subscriptions or change the subscription-based charges, as determined in its discretion. If We change the subscription-based charges, We will provide You with thirty (30) days prior written notice. All changes will be effective the following billing cycle period. If You do not want to agree to any changes in subscription fees You may cancel as indicated below.

E. Trial Offers. We may offer You free trial or other promotional subscriptions to a renewable subscription program. Such trial or other promotional subscriptions are subject to these Terms. Only one trial offer per Service is available per User. You cannot combine free trial or other subscription based offers. Some trial or other promotional subscriptions may be subject to additional terms and conditions.

III. Canceling Your Subscriptions and Termination

A. Cancellation. You can cancel Your subscription with Us for Services by providing Us with notice at any time by emailing Us at support@strategicmarketer.com. Unless You notify Us that You are cancelling Your subscription You understand that Your subscription will continue. When You cancel Your annual subscription for our technology Services, You understand that You will be charged for the entire year.

B. Termination. Strategic Marketer can cancel or terminate Your Account,license and access to the Services or access to our Site: (i) if We reasonably believe that You have breached these Terms; (ii) when Your payment card was declined after We notified You and this was not corrected; (iii) in our sole discretion, for any reason, at any time; and (iv) if You become the subject of a bankruptcy or other proceeding involving the insolvency, receivership, liquidation or assignment for the benefit of creditors.

C. Post Termination Obligations. Upon termination of Your Account, the Services or the access to this Site, You shall cease all access or use of the Services and the Site. We can provide or export to You Your User Content upon written request. We may delete Your User Content within 60 days post termination. All terms and conditions in these Terms which by nature should survive cancelation or termination will survive.

IV. Ownership of Intellectual Property; Grant of License; Confidentiality

A.Ownership of Intellectual Property. The Site, the Services and any and all related platforms, websites, and their entire contents, features, and functionality, including but not limited to all information, trademarks, copyrights, patents, or other forms of intellectual property, software, technology,documentation,tools, widgets,data, personal information, text, displays, images, video and audio, and the design, selection, and arrangement thereof, in any medium, are owned by Strategic Marketer, its licensors, or other providers of such material (“SM Content”). All SM Content is protected by United States and international intellectual property laws. Except as expressly provided in this Agreement, license and access to the Site, and the Services under this Agreement do not grant any right, title, interest, or license to any SM Content.

B. Grant of License. Subject to the terms and conditions of this Agreement and for the Subscription Term, Strategic Marketer hereby grants to You, a limited, nontransferable, nonassignable, and nonexclusive license and access to the SM Content and the Services. Subject to these Terms, Strategic Marketer grants You a limited, nontransferable, nonexclusive, nonassignable license and access the Site through a generally available web browser or mobile device to view content and information and otherwise use the Site consistent with its functionality and in accordance with these Terms. Any other use of the Site is strictly prohibited and a violation of these Terms.

All software brands or related brands including STRATEGIC MARKETER, REAL STRATEGIC,LOCAL GENIUS’ and any and all trademarks, service marks, logos, trade name and other branding indicia used by Us on our Site or with our Services are proprietary marks of Strategic Marketer, and the use of those marks is strictly prohibited. Nothing herein gives You the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Strategic Marketer or any of Strategic Marketer’s affiliates. You grant us the right to use Your trademark, service mark, tradename, logo or other branding indicia in any case study or marketing materials relating to Your Results or You use of the Services.

C. Confidentiality. Each Party shall retain in confidence and shall not, without prior written consent of the other Party (the “Disclosing Party”), disclose in any manner or use any information disclosed to a Party (the “Receiving Party”) any information that is either identified as confidential by the Disclosing Party or would be reasonably expected to be treated as confidential under the circumstances, except in the performance of its obligations or enjoyment of its rights under this Agreement (“Confidential Information”). The SM Content shall be deemed Confidential Information, regardless of how marked or identified. This Section shall impose no obligation upon the Receiving Party with respect to any information that: (i) is publicly available at the time received by Receiving Party; (ii) becomes publicly available other than by breach of the Receiving Party’s obligations hereunder; (iii) is known to the Receiving Party prior to receipt from the Disclosing Party; (iv) is received by the Receiving Party from a third party if such third party has the right to make such disclosure; (v) is independently developed by the Receiving Party without use of Confidential Information; or (vi) is required to be disclosed by law.

D. Certain Restrictions. The rights granted to You in these Terms are subject to the following restrictions:

• You agree not to make any commercial use of the Site or its content or the Services, it is for Your internal business purposes only;
• You agree not to copy, modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Site or the Services, or otherwise attempt to discover any underlying technical information (except where Applicable Law prohibits such restrictions); except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means;
• You agree not to upload, transmit, or distribute any computer viruses, worms, malware, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Site, or any other system, device or property;
• You agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Site or Services or violate the regulations, policies, or procedures of such networks;
• You agree not to access (or attempt to access) any of the Site by means other than through the interface that is provided by Us;
• You agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Site;
• You agree not to use the Site or Services to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; and
• You must not use our Services for any marketing or advertising that may be or is tortious, libelous, offensive, infringing, harassing, harmful, disruptive or abusive, including hate speech.

V. Indemnity

You agree to defend, indemnify and hold harmless Strategic Marketer, its officers, directors, employees, owner(s), affiliates,subsidiaries, agents, business partners and successors and assigns from and against all claims, demands, and causes of action of every kind arising out: (i) any User Content, materials, information or data that You upload into our systems or any Result (“Customer Materials”), including without limitation, that such Customer Materials violate or infringe any third party’s patent, copyright, trademark, trade secret or other proprietary right; (ii) Your failure to comply with any or violation ofApplicable Law or rights of a third party; and (iii) Your failure to comply with these Terms. You agree not to settle any such indemnification matter that requires action or inaction by Strategic Marketer or imposes obligations on Strategic Marketer without Strategic Marketer’s prior written consent.

VI. Warranty Disclaimer

Strategic Marketer does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Strategic Marketer will not at any time provide sales leads or referrals to You. Additionally, STRATEGIC MARKETER’S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. STRATEGIC MARKETER MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE, CREATED,OR PRODUCED THROUGH ANY STRATEGIC MARKETER WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. STRATEGIC MARKETER MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY STRATEGIC MARKETER WEBSITE OR SERVICES WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY STRATEGIC MARKETER WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY STRATEGIC MARKETER’S WEBSITE, SERVICES OR THE SERVERS OR NETWORKS THROUGH WHICH ANY STRATEGIC MARKETER’S WEBSITE OR SERVICE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

STRATEGIC MARKETER HAS NO OBLIGATIONS OR RESPONSIBILITY RELATED TO ANY MODIFICATIONS MADE TO IT SERVICES, INCLUDING WITHOUT LIMITATION, THE COMBINATION OF THE SERVICES WITH ANY OTHER SYSTEMS, HARDWARE, TECHNOLOGY, CONTENT OR DATA.

VII. Limitation of Liability

NOTHING IN THIS LIMITATION OF LIABILITY SHALL EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAW. TO THE MAXIMUM AMOUNT PERMITTED UNDER APPLICABLE LAWS, YOU AGREE THAT IN NO EVENT SHALL STRATEGIC MARKETER’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY YOU ARE WORKING WITH FOR ANY DAMAGESCLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO STRATEGIC MARKETER FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST STRATEGIC MARKETER OCCURRED, INCLUDING WITHOUT LIMITATION ANY CLAIMS ABOUT THIRD PARTY PRODUCTS AND SERVICES AND ANY INTELLECTUAL PROPERTY CLAIMS. YOU AGREE THAT IN NO EVENT SHALL STRATEGIC MARKETER BE LIABLE FOR ANY DAMAGES CLAIM RELATED TO SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST DATA OR LOST PROFITS RELATING TO THE SITE OR SERVICES.

VIII. Force Majeure

Strategic Marketer will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in these Terms, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, pandemic, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Strategic Marketer. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under these Terms. Strategic Marketer shall not be required to adjust any labor or other similar dispute except in accordance with Applicable Law.

IX. Assignment of Rights

Strategic Marketer may assign its rights under these Terms at any time, without notice to You to any entity, including without limitation, (i) to a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger or restructuring. Your rights arising under these Terms cannot be assigned without Strategic Marketer’s or its assigns express written consent.

X. Information; Registration; Usernames and Passwords

As a User of Strategic Marketer’s Services, You will be required to create a UserAccount with Strategic Marketer and provide certain information for the applicable registration form. You warrant and represent that: (i)the information You provide Us is truthful and accurate and you agree to maintain the accuracy of such information, (ii)You are not impersonating another person; (iii)You are responsible for maintaining the confidentiality of any password You may use to access Your Strategic Marketer User Account, and You agree not to transfer Your password or username or lend or otherwise transfer Your use of or access to Your User Account, to any third party; (iv) You are fully responsible for all transactions with, and information conveyed to, Strategic Marketer under Your User Account: (v)You are entirely responsible for maintaining the confidentiality of Your User Account and agree to immediately notify Strategic Marketer of any unauthorized use of Your password or Username or any other breach of security related to Your User Account. You agree that Strategic Marketer is not liable, and You will defend and hold Strategic Marketer harmless, and indemnify them for any loss or damage arising from Your failure to comply with any of the foregoing obligations.

XI. 3rd Party Services and Related Policies

By using our Services, You acknowledge and agree to the YouTube Terms of Service and any other social media or marketing sites where We may post content. We encourage all our Users to familiarize themselves with these terms of these sites, which govern Your use of any sites, applications. The Site and Services may contain links and interactive functionality interacting with the websites of third parties, including social networking sites. We do not endorse and We are not responsible for and have no liability for functionality, actions, inactions, privacy setting, privacy policies or content of any such website. YOUR USE OF THE THIRD-PARTY WEBSITES AND RESOURCES IS AT YOUR OWN RISK.

XII. Prohibited Activity

Strategic Marketer has the right to terminate these Terms at any time if You engage or have ever engaged in any of the following, each of which is deemed a material breach by You:

A. Harmful Acts. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Strategic Marketer and/or any of its brand’s reputation; and the violation of the rights of Strategic Marketer or any third party.

B. Spam and Unsolicited CommunicationsAny communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs), including any that violate any state and local anti-spamming or analogous laws. We have zero tolerance for UCE/spam.

C. Offensive Communications. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs, or that violates the intellectual property rights of another.

XIII. Message Sending Policy and Best Practices.

Strategic Marketer requires You to follow these best practices when sending electronic communications using our Services:

Use only permission-based marketing electronic communications lists (i.e., lists in which each recipient affirmatively opted-in to receiving those electronic communications).

• Always include a working “unsubscribe” mechanism in each marketing electronic communication that allows the recipient to opt out from Your mailing list (receipt/transactional messages that are exempt from “unsubscribe” requirements of Applicable Law are exempt from this requirement).

• Comply with all requests from recipients to be removed from Your mailing list within the earlier of 10 days of receipt of the request, or the deadline under Applicable Laws.

• Maintain, publish, and comply with a privacy policy that meets all applicable legal requirements, whether or not You control the sending of the electronic communications, and include a link to such privacy policy in Your electronic communications.

• Include in each electronic communications a link to Your then-current privacy policy applicable to that electronic communication.

• Include in each electronic communication Your valid physical mailing address or a link to that information.

• Do not send electronic communications to addresses obtained from purchased or rented lists.

• Do not use third party electronic addresses, domain names, or mail servers without proper permission from the third party.

• Do not routinely send electronic communications to non-specific addresses (e.g. webmaster@domain.com or info@domain.com).

• Do not send electronic communications that result in an unacceptable number of spam or similar complaints (even if the electronic communications themselves are not actually spam).

• Do not disguise the origin, or subject matter of, any electronic communications or falsify or manipulate the originating message address, subject line, header, or transmission path information for any electronic communication.

• Do not send offers to obtain or attempt to obtain personal information, or generate leads, for third parties.

• Do not send “chain letters,” “pyramid schemes,” or other types of electronic messages that encourage the recipient to forward the content to strangers.

• Do not send to lists of addresses that are programmatically generated or scraped from the Web.
• Do not employ sending practices, or have overall message delivery rates, which negative impact our Services or other users of our Services.

• Do not use our Services to send messages that may be considered junk mail. Some examples of this type of messages include messaging related to: penny stocks, gambling, multi-level marketing, direct to consumer pharmaceutical sales, payday loans, etc.

XIV. Compliance with Law.

Your use of our Sites and Services must comply with all Applicable Laws and court orders of any kind of any jurisdiction applicable to You, Us, and any recipient to whom You use our Services with. You have the responsibility to be aware of and understand all Applicable Laws and ensure that You and all Users of Your Account comply at all times with Applicable Laws.

XV. Digital Millennium Copyright Act

Strategic Marketer may act as a “service provider” (as defined by DMCA) and offer services as an online provider of materials and links to third-party websites. As a result, third-party materials that Strategic Marketer does not own or control may be transmitted, stored, accessed, or otherwise made available using the Site or Services. Strategic Marketer has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Strategic Marketer or a third-party, or that has otherwise violated any intellectual property laws or regulations, or these Terms. If You believe any material available through the Site infringes a copyright, You should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. You should address infringement notices under the DMCA to: Copyright Agent, 1015 W Indiantown Rd #202A, Jupiter, FL 33458, Attn: support@strategicmarketer.com.

Please provide the following information in the notice:

• Identify the copyrighted work or other intellectual property that You claim has been infringed;
• Identify the material on the Site or Services that You claim is infringing, with enough detail so that we may understand it;
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by You declaring under penalty of perjury that (i) the above information in Your notice is accurate, and (ii) that You are the owner of the copyright interest involved or that You are authorized to act on behalf of that owner;
• Your address, telephone number, and email address; and
• Your physical or electronic signature.

XVI. Arbitration, Class Action Waiver, Jury Trial Waiver, Governing Law, and Injunctive Relief

A. Disputes.

You and Strategic Marketer agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Site, SM Content, the Services or any other content, tools or services provided by Strategic Marketer, or these Terms (a “Claim”) will be determined by solely by confidential and binding arbitration, instead of a court. The venue for the arbitration shall be the State of Florida.

What is Arbitration?

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that You and Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of the Site.

Either party may submit a dispute to final and binding arbitration. You may file for an arbitration by first sending to Strategic Marketer a written Notice of Your Claim ("Notice of Claim"). The Notice of Claim to Strategic Marketer should be sent in care of our registered agent Attn: Strategic Marketer, Bonneau Accounting Services, 1015 W. Indiantown Rd #202A, Jupiter, FL 33458.

The Notice of Claim should include both the mailing address and email address You would like Strategic Marketer to use to contact You. If Strategic Marketer elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to Your address on file. A Notice of Claim, whether sent by You or by Strategic Marketer, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

You and Strategic Marketer agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Strategic Marketer, therefore, agree that, after a Notice of Claim is sent but before either You or Strategic Marketer commence arbitration against the other, We will personally meet, via telephone or video conference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If You are represented by counsel, Your counsel may participate in the conference as well, but You agree to fully participate in the conference. Likewise, if Strategic Marketer is represented by counsel, its counsel may participate in the conference as well, but Strategic Marketer agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If We do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, You or Strategic Marketer may commence an arbitration proceeding by filing a Demand for Arbitration. You agree that You may not commence any arbitration unless You and Strategic Marketer are unable to resolve the claim within 60 days after We receive Your completed Notice of Claim and You have made a good faith effort to resolve Your claim directly with Strategic Marketer during that time. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Strategic Marketer and You agree otherwise, any arbitration hearings will take place in the county (or parish) of either Your residence or of the mailing address You provided in Your Notice of Claim.

Discovery/Document Exchange/Evidence/Burden

Discovery and/or the exchange of documents in any such arbitration proceeding shall be permitted to the extent allowed by Fed.R.Civ. P. 26(a)(1), and as to other documents or information, upon a finding of good cause by the arbitrator. The Federal Rules of Evidence shall govern the admissibility of information or evidence presented at the arbitration, and the Party seeking a remedy shall have the burden of proving by a preponderance of the evidence such Party's entitlement thereto.

Selection of Arbitrator

A single, neutral arbitrator, with at least ten years of experience, shall be mutually selected by the Parties. In the event the Parties are unable to mutually agree upon an arbitrator, the Parties shall select an arbitrator as provided for by the rules governing the dispute. You may obtain a copy of the AAA Commercial Arbitration Rules and Procedures at https://www.adr.org/Rules.

Arbitral Decision/Review

The arbitrator shall have the authority to hear and grant dispositive motions in the matter. The arbitrator shall also have the exclusive authority to determine whether a claim is arbitrable or otherwise covered by this Agreement. Within 30 days of the close of the arbitration hearing, or at any later time to which the parties agree, the arbitrator shall issue a final written decision, separately stating his or her findings of fact and conclusions of law on which the ruling is based with respect to any ruling on dispositive motions or a final arbitration award. The arbitrator shall have no authority or power to add to or to subtract or otherwise modify this Agreement. The arbitrator's award or other decision shall be final and binding on the Parties. Judgment on any award may be entered in any court having jurisdiction as set forth immediately below.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. If the arbitrator finds that either the substance of Your Claim or the relief sought in Your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Company will not reimburse Your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to You or Strategic Marketer and You and Strategic Marketer waive any objection to such fee modification.

CLASS-ACTION WAIVER

You and Strategic Marketer agree that each may bring claims against the other only in Your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Further, if You have elected arbitration, unless both You and Strategic Marketer agree otherwise, the arbitrator may not consolidate any other person's Claims with Your Claims and may not otherwise preside over any form of a representative or class proceeding. If Strategic Marketer believes that any Claim You have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then You agree that Strategic Marketer may seek an order from a court determining whether Your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this section shall be null and void. This section shall survive expiration, termination these Terms of Use.

Opt-Out RIGHTS

You may opt out of arbitration by providing written notice of Your intention to opt out to the arbitration provider and to Strategic Marketer, Attn: Support via USPS Priority Mail or hand delivery. This written notice must be signed by You, and not any attorney, agent, or other representative of Yours. Strategic Marketer may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to You or Your attorney, agent, or representative if You are represented.

I REPRESENT I HAD A SUFFICIENT OPPORTUNITY TO READ THROUGH THESE AGREEMENTS TO ARBITRATE, CLASS ACTION WAIVER AND WAIVER OF JURY TRIAL, I HAVE READ AND UNDERSTAND MY AGREEMENT TO THESE TERMS, AND I AGREE TO BE BOUND AS SET FORTH ABOVE.

B. Governing Law and Conflicts. These Terms shall be governed, construed, and interpreted in accordance with the laws of the State of Florida without regard to any choice of law provisions. The Strategic Marketer Site, platform, Services or other documentation or related materials may include additional information that conflict with these Terms. In the event of any such conflict, these Terms shall control.

C. Injunctive Relief. Nothing in these Terms prevents Strategic Marketer from seeking and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Strategic Marketer’s rights prior to, during, or following any arbitration proceeding.

XVII. Changes to Terms

Strategic Marketer reserves the right to change these Terms, in whole or in part, from time to time at Strategic Marketer’s sole and absolute discretion, and to provide You with notice of such change by any reasonable means, including without limitation posting revised Terms https://www.strategicmarketer.com/Terms By using this Site, and the Services, subject to these Terms, You are accepting these Terms and any modifications We may make to them from time to time. Strategic Marketer reserves the right to change these Terms, in whole or in part, from time to time at Strategic Marketer’s sole and absolute discretion, and to provide You with notice of such change by any reasonable means, including without limitation posting revised Terms https://www.strategicmarketer.com/Terms.You are bound by such revisions and should therefore visit these pages to review the current Terms from time to time.

XVIII. Severability

If any Term set forth herein is deemed unenforceable under Applicable Laws, the remaining Terms shall remain in full force and effect and these Terms shall be read, collectively, as if the unenforceable Term(s) were omitted.

XIX. Waiver

No waiver by Strategic Marketer of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

XX. Heading

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

XXI. Privacy

The protection of Your personal information is important to Us and We take care to protect the personal information You provide us. Our Privacy Policy is available at https://strategicmarketer.com/privacypolicy (the “Privacy Policy”). By using the Site, You consent to all actions taken by Us with respect to Your personal information in compliance with the Privacy Policy and/or these Terms.

XXII. Generative AI Terms

A. General Provisions.Certain AI Services permit Users to upload or contribute content, including but not limited to data, text, photographs, videos, audio, or other content, information or materials (“User Content”). Before You upload or contribute User Content, You must confirm that You have the appropriate copyright and proprietary rights to upload that User Content to our Services and that You can grant the license outlined in these Terms. Strategic Marketer is granted a worldwide, non-exclusive, transferable, royalty-free, fully paid right and license to utilize Your User Content to provide the Services and other actions directed by You.

B. User Content. Users and We have the opportunity to input User Content into the AI Services and prompts (“User Input”), which the Services will generate results or outputs (“Results”). As between the Parties, We own the Input and You retain ownership rights over Your User Results to the extent allowed by Applicable Laws, provided, however, that AI created content may not be protectible under such laws. You bear full responsibility and liability for the User Content and the Result, including ensuring it aligns with all Applicable Laws and these Terms. You are solely responsible for the publication, dissemination, disclosure, distribution and use of the Results by You, others and in any and all media or medium. You grant Us an irrevocable, transferable, worldwide, nonexclusive license to use User Content for the design and development of our Services, for case studies and our other marketing purposes.

C. Result Integrity.You acknowledge and agree that given the probabilistic inclinations of generative artificial intelligence, there could be instances where the Services yields inaccurate, false or hallucinated Results. As a User, You acknowledge and understand that you are solely responsible and liable for the Results.

D. Content Rights and Responsibilities. You are prohibited from providing User Content for which You lack ownership or sufficient authorization to confer rights in all elements of such content. Strategic Marketer disclaims all responsibility and liability connected to User Content. By making User Content accessible through the Services, You affirm and represent that:

• You are the originator and proprietor of the User Content or possess the required licenses, rights, consents, and permissions to empower Strategic Marketer and Users to utilize Your User Content and User Input in line with the licenses You grant under these Terms;

• Your User Content and User Input, and the provision or utilization thereof as envisaged by these Terms, do not and will not infringe, violate or misappropriate any third-party right, including copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, publicity rights, or any other intellectual property or proprietary rights, or slander, defame, or violate the privacy, publicity, or other property rights of any person, or cause Strategic Marketer to breach any laws or regulations or to require or need additional licenses or pay royalties or other amounts or provide attribution to third parties;

• Your User Content cannot reasonably be considered as offensive, obscene, indecent, intimidating, harassing, or otherwise inappropriate and will not violate any Applicable Laws.

E. Disclaimers on User Content. Strategic Marketer is not required to modify, review or control User Content and User Input. Strategic Marketer disclaims all liability for such User Content and User Input. However, We reserve the right, but not the obligation, to screen, edit, remove, or block any User Content or User Input that, in our sole discretion, breach these Terms, potentially infringe on or violate third-party rights, or are deemed objectionable, without prior notification.

F. Third Party AI. You understand that our Services use Third Party Products and Services, including ChatGPT and are subject to these terms as well: API Terms of Service | getimg.ai. These Third Party Products and Services are outside of our control and as with any artificial intelligence may be misleading, have hallucinations or could be false and may impact the performance of our Services. You acknowledge and agree that we are not responsible for these Third Party Products and Services, including without limitation any downtime, damages, losses, claims, liabilities or alleged harms caused by these Third Party Products and Services in our Services.

G. Additional warranty disclaimers

The Services are provided “as is” and we and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, non-infringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, we make no representations or warranties THAT: (a) use of the Services, including third party will be uninterrupted, error free, accurate, or secure, (b) Customer results will be accurate, or (C) with respect to Third Party products and services.

H. Additional User Restrictions

By using this generative AI solution, You agree that You will only use the Results generated by the Services for Your business marketing and advertising purposes. You acknowledge and agree that You are wholly responsible for the Results generated by the Services and that software can hallucinate and You will confirm and be solely responsible for the accuracy of any Results and related media site.

In addition, You agree to the following, any violation of which is a material breach of these Terms:

You agree that You will not upload, create, share or develop User Content or User Inputs to create any abusive, illegal or content that violates the rights of others including but not limited to:

• Encouraging illegal activities or illegal goods, including illegal drugs, illegal gambling or products
• Promotion of terrorism or violence
• Child exploitation, sexualization or abuse
• Dissemination of misleading or fraudulent content
• Harassment or bullying
• Unlawful tracking or stalking of an individual
• Facial recognition purposes for a police or government use
• Unlawful trafficking on humans
• Hate speech and discrimination
• Compromising the privacy rights of others, including using sensitive data, government identification, health care or financial personal information without consent
• Unlawful security attacks, spyware or malware
• Copying, disassembling or reverse engineering our Services
• Using Personal Information/Sensitive Personal Information in violation of Applicable Law, including without limitation those surrounding notice and consent.
• Advertising to children under the age of 16 without parental consent
• Encouraging violence to others, self harm or suicide
• Discrimination against protected classes of persons
• Constitutes a phishing attack or otherwise attempting fraud
• Uploading content for which You do not have the appropriate or valid legal right and license
• To provide professional advice, such as medical or legal advice.

We will reserve the right to disable Accounts that violate any of the above Terms.

I. Security

We will process and store User Content in accordance with our reasonable security standards. We will only use User Content as necessary to provide You with the Services, to comply with Applicable Laws, to prevent fraud and ensure the security of our systems and enforce these Terms. We will also use User Content to develop or improve our Services.

XXIII. Contact and Notice

If You have any questions or complaints concerning any of the Terms, You may contact Strategic Marketer by e-mail at support@strategicmarketer.com, or by regular mail at 1015 W Indiantown Rd #202A, Jupiter, FL 33458.

California residents, under California Civil Code Section 1789.3, may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Any notice required to be given to Strategic Marketer under or related to these Terms must be in writing, addressed as follows:

Attn: Support
Strategic Marketer

1015 W Indiantown Rd #202A

Jupiter, FL 33458

General Support and Inquiries: support@strategicmarketer.com
Compliance: support@strategicmarketer.com
Spam or Abuse: support@strategicmarketer.com

Notices to You may be made by posting a notice (or a link to a notice) on https://www.strategicmarketer.com/Terms, by e-mail, certified mail or next day mail, at Strategic Marketer’s discretion.