Scalable GrowthSCALABLE GROWTH MASTER SERVICES AGREEMENT

ADDITIONAL TERMS AND CONDITIONS

The terms and conditions outlined in these Additional Terms (the “Additional Terms”) are hereby incorporated by reference into the Master Services Agreement (the “MSA”) that you have executed. By signing the MSA, you agree to be bound by the provisions set forth herein. The version of these Additional Terms in effect on the Effective Date of the MSA (or, with respect to a Work Order, on the date such Work Order is executed) governs, and these Additional Terms may be amended only as provided in Section 14, below. These Additional Terms govern your use of the services provided under the MSA and form an integral part of our agreement. In the event of any conflict between the MSA and these Additional Terms, the provisions of the MSA shall prevail unless expressly stated otherwise.

 

Updated: 08/13/2026 

 

  1. Third Party Inquiries.

If Client receives an inquiry from a third party (e.g., a data subject or government entity) regarding any Scalable Growth Offering, Client shall immediately notify Scalable Growth so that Scalable Growth may (a) provide Client with information necessary to respond to the inquiry, (b) respond directly to the person or entity making the inquiry, or (c) take such other action that Scalable Growth deems appropriate.


  1. Intellectual Property Rights.

(a) Scalable Growth Property Rights. Scalable Growth’s trademarks, service marks, patents, copyrights and all other proprietary rights in or related to Scalable Growth Offerings, including any personally identifiable information (“PII”) supplied by Scalable Growth, are the exclusive property of Scalable Growth and/or Scalable Growth’s licensors (“Scalable Growth Intellectual Property Rights”), whether or not specifically recognized or perfected under applicable law. Client expressly agrees that it: (i) will not take any action that jeopardizes Scalable Growth Intellectual Property Rights; and (ii) will take, at Scalable Growth’s expense, any reasonable actions requested by Scalable Growth to assist Scalable Growth in perfecting and/or otherwise protecting Scalable Growth Intellectual Property Rights.

(b) Client Property Rights. Client’s trademarks, service marks, patents, copyrights, and any PII or other materials provided to Scalable Growth, are the exclusive property of Client and/or its licensors other than Scalable Growth (“Client Intellectual Property Rights”), whether or not specifically recognized or perfected under applicable law. Scalable Growth (i) will not take any action that jeopardizes Client Intellectual Property Rights; and (ii) will take, at Client’s expense, any reasonable actions requested by Client to assist Client in perfecting and/or otherwise protecting Client Intellectual Property Rights.


  1. Licenses.

(a) Client License to Scalable Growth. Unless otherwise expressly set forth in an applicable Work Order, Scalable Growth is hereby granted a limited, non-exclusive, non-transferrable, non-sublicensable license (the “Scalable Growth License”) to use Client Intellectual Property in the United States solely for the purposes, scope, and time period expressly set forth in each applicable Work Order (“Scalable Growth Permissible Uses”). If no time period is set forth in an applicable Work Order, the Scalable Growth License expires at the end of the MSA’s then-current term, unless the MSA is renewed in which case the Scalable Growth License also shall renew for the applicable Renewal Term, unless terminated earlier pursuant to Section 7, below.

(b) No Additional Rights. Nothing herein shall be construed as granting to either Party, by implication, estoppel or otherwise, any license or other right to any intellectual property rights of the other Party and its affiliates or any third party except for those licenses or rights expressly granted in this MSA.


  1. Restrictions on Use.

Client shall not (and shall not authorize any other person to): (i) use Scalable Growth Offerings to compete with or assist any other person in competing with Scalable Growth; (ii) copy or otherwise reproduce any Scalable Growth Offering except as authorized by an applicable Work Order or as necessary for backup and/or disaster recovery; (iii) disclose, de-compile, disassemble or otherwise reverse engineer any Scalable Growth Offering for any purpose; (iv) install and/or license Scalable Growth Offerings, in whole or in part, for use by a third party; or (v) use Scalable Growth Offerings to develop, publish or maintain any directory or similar product, neither offline nor online.


  1. Right to Modify Offerings.

From time-to-time it may be necessary for Scalable Growth to modify Scalable Growth Offerings for reasons including, but not limited to changes in software, data sources and data elements.

(a) The Parties expressly agree that such modifications do not constitute a material breach of this MSA or any Work Order and do not give Client the right to terminate this MSA or any Work Order unless the modification fundamentally alters the nature of the Scalable Growth Offering.

(b) Changes to Scalable Growth Offerings may require changes to Client databases, data models or other business applications that either use or include Scalable Growth Offerings (collectively, “Client Offerings”). Client agrees to make necessary adjustments to accept the modified Scalable Growth Offerings within ninety (90) days, or longer if mutually agreeable. It is expressly understood that Client is responsible for all incidental costs relating to any adjustments needed for Client to accept the modified Scalable Growth Offerings.


  1. Security and Breach Notification.

(a) Each Party will use commercially reasonable administrative, technical and physical safeguards to protect the other Party’s Confidential Information that are at least as protective as the safeguards used to protect the Party’s own Confidential Information (but in no event less than a reasonable standard of care).

(b) Each Party, upon discovery of any actual or reasonably suspected unauthorized access, alteration, loss, damage or disclosure of the other Party’s Confidential Information (“Security Incident”), will (i) promptly, but no event more than five (5) business days, notify the other Party of such Security Incident in writing; (ii) take all necessary actions to remediate the effects of the Security Incident and mitigate any risk that may arise from the Security Incident; (iii) provide the other Party with a written report on the Security Incident, the risk to the other Party’s Confidential Information within ten (10) days of the discovery of the Security Incident; and (iv) provide, at its sole cost (unless the other Party is responsible for the Security Incident), all legally required notices to governmental authorities and/or affected individuals within the time limits set forth in applicable law.


  1. Termination.

Upon termination of an MSA for any reason:

(i) All Licenses shall terminate, unless otherwise expressly set forth in a Work Order;

(ii) All Work Orders entered pursuant to this MSA shall terminate notwithstanding any language to the contrary set forth in such Work Order;

(iii) Client shall continue to be liable for and pay Scalable Growth (A) all amounts due under this MSA and any Work Order and/or to the extent a Work Order provides that Scalable Growth shall share in Client’s profits or revenue relating to use of Scalable Growth Offerings, for so long as Client receives revenue attributable to Scalable Growth Offerings provided pursuant to this MSA and any applicable Work Order;

(iv) Each Party shall return and/or delete all Confidential Information received from the other Party and provide a certification of compliance with this provision within thirty (30) days of termination; except that, Confidential Information stored on backup systems or backup media pursuant to a Receiving Party’s ordinary course data retention/disaster recovery practices shall be subject to deletion pursuant the Receiving Party’s ordinary course data retention, backup and disaster recovery schedules;

(v) For PPC Campaigns: (A) Scalable Growth shall cease all live PPC campaigns within 48 hours following the effective date of termination. Any ad spend accrued up to the point of deactivation shall be the Client’s responsibility to pay. (B) Within 10 days following termination, Scalable Growth shall transfer to the Client all account credentials, creatives, and data files relevant to the PPC campaigns managed under this Agreement, unless explicitly stated otherwise by the Client. (C) All original ad creatives, copy, and other materials developed during the course of this Agreement shall be transferred to the Client, assuming all financial obligations have been met.

(vi) Following termination of this MSA, Scalable Growth Offerings may not be used by Client for any purpose, unless such post-termination use is expressly allowed pursuant to an applicable Work Order.


  1. Client Representations and Warranties.

Client represents and warrants: (a) it has full power and authority to enter this MSA and any Work Order; (b) No claim, lien, action, investigation, administrative matter or other proceeding exists or has been threatened against Client relating to use of consumer data; (c) The execution, delivery and performance by Client of this MSA and any Work Order, including provision of client data (“Client Data”) to Scalable Growth, and any use of Scalable Growth Offerings by Client will not violate (i) any applicable law or regulation; (ii) any applicable self-regulatory rules or guidelines to which Client has agreed to be bound; (iii) any intellectual property rights of a third party; (iv) any contractual obligation of Client; or (v) any known privacy policy; and (d) Client will use commercially reasonable efforts to prevent use of Scalable Growth Offerings, whether standing alone or in combination with any other products, services, or offerings of others in violation of the terms of this MSA and/or any applicable Work Order.


  1. Scalable Growth Representations and Warranties.

Scalable Growth represents and warrants: (a) it has full power and authority to enter this MSA and any related Work Order; (b) The execution, delivery and performance by Scalable Growth of this MSA and any related Work Order will not violate (i) any applicable law or regulation; (ii) any applicable self-regulatory rules or guidelines to which Scalable Growth has agreed to be bound; (iii) any intellectual property rights of any third party; (iv) any contractual obligation of Scalable Growth to a third party; or (v) any known privacy policy; and (c) Throughout the Term, Scalable Growth Products will be as current, accurate, and complete as reasonably possible using the source data, compilation and data processing methods normally employed by Scalable Growth in the ordinary course of business, except that no guarantee is made regarding a specific level of currentness, accuracy or completeness unless specifically set forth in an applicable Work Order.


  1. Scalable Growth Disclaimers.

(a) TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND EXCEPT AS EXPRESSLY STATED IN SECTION 9(b) AND (c), ABOVE, SCALABLE GROWTH OFFERINGS PROVIDED PURSUANT TO THIS MSA AND ANY RELATED WORK ORDER ARE PROVIDED “AS IS.”

(b) SCALABLE GROWTH (AND ITS LICENSORS, SERVICE PROVIDERS AND DATA PROVIDERS) DO NOT GUARANTEE OR WARRANT THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SCALABLE GROWTH OFFERING.

(c) IF THE SCALABLE GROWTH OFFERINGS INCLUDES SEARCH ENGINE OPTIMIZATION SERVICES (“SEO”), CLIENT ACKNOWLEDGES THAT SEO IS: (A) A RELATIVELY FLUID INDUSTRY THAT IS FAST EVOLVING; (B) IS A HIGHLY COMPETITIVE INDUSTRY AND THAT THE EFFORTS NEEDED TO ACHIEVE AND/OR MAINTAIN VISIBILITY FOR WEB SITES / WEB PAGES MAY CHANGE QUICKLY; AND (C) WEB SITE VISIBILITY ON SEARCH ENGINE RESULTS PAGES (“SERPS”) WILL BE IMPACTED BY MANY FACTORS, INCLUDING CLIENT’S TIMELY IMPLEMENTATION OF SCALABLE GROWTH’S RECOMMENDATIONS, THE QUALITY OF CLIENT’S TECHNICAL AND CREATIVE WORK IN EFFECTING SUCH IMPLEMENTATIONS, CHANGES MADE BY SEARCH ENGINES TO RANKING ALGORITHMS, CHANGES MADE BY CLIENT TO THE HOSTING ENVIRONMENT THAT WERE NOT COMMUNICATED TO SCALABLE GROWTH, CHANGES TO THE USER INTERFACE AND/OR USER EXPERIENCE BY CLIENT THAT WERE NOT COMMUNICATED TO SCALABLE GROWTH OR IN WHICH SCALABLE GROWTH DID NOT PARTICIPATE, PENALTIES THAT MIGHT BE APPLIED TO CLIENT’S WEBSITE BY SEARCH ENGINES AS A RESULT OF CHANGES TO THE SEARCH ENGINE’S BUSINESS MODEL, AND OTHER FACTORS. SCALABLE GROWTH DOES NOT GUARANTY THE ATTAINMENT OF A PAGE ONE POSITION ON THE SERPS WITHIN ANY TIME PERIOD. CLIENT FURTHER ACKNOWLEDGES THAT THE SERVICES INCLUDE CREATING SEARCH MEDIA ON VARIOUS WEBSITES AND THAT SCALABLE GROWTH HAS NO EDITORIAL CONTROL OR RESPONSIBILITY WITH RESPECT TO SUCH WEBSITES OR CONTENT IN, ON OR ABOUT SUCH WEBSITES. UNLESS PRIOR WRITTEN INSTRUCTIONS ARE GIVEN TO SCALABLE GROWTH REGARDING THE AVOIDANCE OF CREATING SEARCH MEDIA TO SPECIFIC UNDESIRABLE WEBSITES OR OTHERWISE PROHIBITING SEARCH MEDIA ON ANY SUCH UNDESIRABLE WEBSITE, AND AS LONG AS THE SEARCH MEDIA CREATED WILL BE LAWFUL IN NATURE, SCALABLE GROWTH SHALL BE PERMITTED TO CREATE SEARCH MEDIA AS SCALABLE GROWTH DETERMINES IN ITS SOLE, REASONABLE JUDGMENT AND SCALABLE GROWTH EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH THE CREATION OF SEARCH MEDIA ON ANY WEBSITE. FOR PURPOSES OF THIS SECTION 10(c), “SEARCH MEDIA” MEANS ANY DIGITAL MESSAGE, POST, OR COMMUNICATION, WHETHER IN WRITING, GRAPHIC, OR OTHER TANGIBLE FORM, DISPLAYED, DISSEMINATED, TRANSMITTED, OR OTHERWISE PUBLISHED VIA OR TO THE INTERNET.


  1. Client’s Indemnification Obligation.

Client agrees to defend, indemnify and hold Scalable Growth and Scalable Growth’s service providers, licensors, directors, officers, employees, agents, attorneys and representatives (collectively, the “Scalable Growth Indemnitees”) harmless from and against any direct costs, losses, damages, liabilities and expenses, including reasonable attorneys’ fees attributable to any claim made by a third party relating to and/or arising out of (a) Client’s breach of any representation or warranty made in this MSA and/or an applicable Work Order; (b) Client’s use of Scalable Growth Offerings in violation of this MSA; (c) Client’s negligence or willful misconduct (except solely to the extent directly and proximately caused by the Scalable Growth Indemnitee’s own negligence or willful misconduct); or (d) any Security Incident suffered by Client, provided that: (i) Scalable Growth gives prompt written notice of any such claim of which Scalable Growth has knowledge; and (ii) Client is given full control over the defense of such claim and receives reasonable cooperation from the Scalable Growth Indemnitee(s), at Client’s expense, in the defense thereof.

Furthermore, Client shall defend, indemnify, and hold harmless the Scalable Growth Indemnitees from and against any losses, costs, damages, liabilities, claims, regulatory inquiries, or reputational harm arising out of or relating to (i) Client’s business practices; (ii) Client’s operations, advertising, marketing, or online presence; (iii) Client content or representations; or (iv) any negative publicity, controversy, investigation, or reputational issue arising from Scalable Growth’s association with Client, except to the extent caused solely by Scalable Growth’s willful misconduct.


  1. Scalable Growth Limitation of Liability.

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL SCALABLE GROWTH BE LIABLE FOR LOST PROFITS, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR SHALL SCALABLE GROWTH BE LIABLE FOR ANY INDIRECT, SPECIAL, OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SCALABLE GROWTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCALABLE GROWTH SHALL NOT HAVE ANY LIABILITY UNDER THIS MSA IN EXCESS OF AN AMOUNT EQUAL TO THE LAST TWELVE (12) MONTHS OF FEES PAID BY CLIENT PURSUANT TO AN APPLICABLE WORK ORDER.


  1. [Reserved].
  1. Amendment or Modification.

No amendment, modification, extension or waiver of this MSA and/or any Work Order will be valid unless made in writing expressly referring to this MSA and/or the applicable Work Order and signed by each Party. This MSA is subject to: (a) rapidly changing laws and regulations, including those relating to data privacy and security; and (b) contractual obligations imposed by Scalable Growth’s licensors and/or other providers. In the event of a change in any applicable law, regulation or contractual obligation, the Parties agree to work in good faith to promptly execute an appropriate amendment, including but not limited to any amendment that may be required to comply with the California Consumer Privacy Act and related regulations (“CCPA”). If the Parties are unable in good faith to agree on a legally required amendment within thirty (30) days after a request is made, and the absence of such amendment would cause a Party to violate applicable law, either Party may terminate the affected Work Order(s) upon written notice, in which case Scalable Growth shall refund any prepaid fees for Services not performed as of the effective date of termination.


  1. No Waiver.

Failure of either Party to insist upon or enforce strict performance of this MSA and/or any applicable Work Order shall not be construed as a waiver of any provision or right. Neither the course of conduct between the Parties nor trade practice shall act to modify, strike, supplement, or amend any provisions of this MSA and/or any applicable Work Order.


  1. Enforceability; Priority.

If any portion of this MSA or any Work Order is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original expression of the Parties and the remainder of this MSA and/or Work Order shall remain in full force and effect. Any conflict or inconsistency between this MSA and any Work Order shall be resolved in the following order: (a) this MSA and (b) the Work Order; provided, however, that an IO that expressly states that it shall take precedence shall be interpreted accordingly.


  1. Assignment/Change of Control.

(a) By Client. Client may assign this MSA to a subsidiary, affiliate and/or successor in interest with Scalable Growth’s prior written consent, which shall not be unreasonably withheld, except that Scalable Growth shall not be required to consent to an assignment to a Scalable Growth competitor. Any other assignment by Client is prohibited without Scalable Growth’s prior written consent, which may be withheld for any reason.

(b) By Scalable Growth. Scalable Growth shall not assign this MSA without the prior written consent of Client, which shall not be unreasonably withheld; except, Scalable Growth may assign this MSA to a subsidiary, affiliate or successor in interest (whether by reorganization, merger, sale of all or substantially all of Scalable Growth’s assets, or sale of a controlling interest in Scalable Growth’s outstanding and issued stock) without Client’s consent.


  1. Scalable Growth Offerings Containing PII.

This Section 18 applies to any Scalable Growth Offering that contains PII, regardless of whether such PII is supplied by Scalable Growth and/or Client.

(a) No Consumer Credit Report. Client expressly acknowledges that Scalable Growth is not providing Client with consumer reports (“Consumer Reports”), as that term is defined under the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) and related regulations.

(b) Data Subject Opt-Out. Each Party will use commercially reasonable efforts to refrain as soon as reasonably possible under the circumstances (but in no event longer than five (5) business days) from use of any information related to any person who has requested that his/her information be removed from that Party’s data, products or services. Each Party agrees that it will honor an opt-out or deletion request received directly from the other Party if required to do so by applicable law.

(c) Client Data. To the extent Client provides Client Data to Scalable Growth, Client represents and warrants such Client Data was not collected and is not being used in violation of any law or right held by a third party, or in violation of any known privacy policy and does not contain any data concerning a person’s (i) social security number or other government-issued identifiers; (ii) insurance plan or financial account numbers; (iii) past, present or future health, medical conditions or treatments, including genetic, genomic, and family medical history; or (iv) sexual orientation. The restrictions in subsections (c)(ii) and (c)(iii) do not apply to data that is expressly contemplated by an applicable Work Order (including insurance verification, call tracking, or lead tracking and attribution services) and that is provided subject to an executed Business Associate Agreement or other written data protection agreement between the Parties as required by Section 24, below.


  1. Compliance With Laws.

(a) Client warrants and agrees that: (i) Client has the full right, power and authority to enter into this Agreement; (ii) Client will not engage in or facilitate the use of indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with all applicable privacy laws that may be effective as of the date of each SOW, including, but not limited to State Privacy Laws (as defined below) or any other applicable law relating to marketing, communications, privacy or Personal Data; (iii) Client has a privacy policy and security breach policy that complies with all Laws, including the State Privacy Laws and at a minimum follows industry standards; (iv) Client will not use or permit use of data in violation of any federal, state, or local law, rule, or regulation or for any unlawful purpose; and (v) Due to the varying publication dates of such notices, Scalable Growth disclaims any warranty, express or implied, that the names and telephone numbers of all such subscribers have been identified on or deleted from the list ordered by Client.

(b) With respect to the Processing of information designated as “personally identifiable information”, “personal information” or similar designation under applicable data privacy laws in the United States (e.g., as applicable from time to time, the California Privacy Rights Act (the “CPRA”), the Virginia Consumer Data Protection Act (the “VCDPA”), the Colorado Privacy Act (the “CPA”), the Connecticut Data Protection Act (the “CTDPA”), the Utah Consumer Privacy Act (the “UCPA”), the Texas Data Privacy and Security Act, the Oregon Consumer Privacy Act, the Florida Digital Bill of Rights, the Washington My Health My Data Act, and all other comprehensive U.S. state privacy and consumer health data laws now or hereafter in effect, in each case as amended (collectively, “State Privacy Laws”), that is collected or provided by either party (“Provider”) to the other party (“Recipient”) under this Agreement (“PI”): (i) Each party acknowledges that the PI is sold or disclosed by the Provider only for limited and specified purposes; (ii) Each party is a “Controller” and/or a “Third Party” under State Privacy Laws (as such terms are defined under same) with respect to the PI; (iii) each party will comply with its obligations under State Privacy Laws and provide the same level of privacy protection as is required under same; and (iv) Client grants Scalable Growth the right to: (1) take reasonable and appropriate steps to help to ensure that Client uses the PI in a manner consistent with Scalable Growth’s obligations under the CCPA and CPRA; and (2) upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of the PI. Each party shall notify the other promptly if it makes a determination that it can no longer meet its obligations under State Privacy Laws. The parties shall reasonably cooperate to address any requests by consumers to exercise their rights under State Privacy Laws.


  1. SEO Services.

In order for Scalable Growth to perform any SEO Services that are listed on any SOW, the Client must provide for the following (if applicable): (a) Access to administrative/backend access to the website for analysis of content and structure. (b) Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., Client’s web designer, if necessary. (c) Unlimited access to existing website traffic statistics for analysis and tracking purposes. (d) Authorization for Scalable Growth to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Scalable Growth for search engine optimization purposes. (e) If listed as a Service on any SOW, or if Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. If creating site content (or Articles) is not listed a service on any SOW, Scalable Growth can create site content at additional cost to the Client.


  1. Confidentiality.

Without limiting the definition of Confidential Information in Section 5 of the MSA, the following is Confidential Information: (a) the terms of this MSA, including any Additional Terms and all Work Orders; (b) all information concerning an identified or identifiable natural person (“Personally Identifiable Information” or “PII”); (c) all Scalable Growth Offerings; and (d) any other information identified or designated in writing as Confidential Information.

(a) Unless otherwise set forth in a Work Order, Scalable Growth shall not be identified by Client as a source, in whole or in part, of any data, without prior written consent of Scalable Growth. Client shall not (a) use Scalable Growth’s name, trademarks, service marks, or other identifying reference to Scalable Growth; or (b) represent or infer that any product or service offered by Client has been approved or endorsed by Scalable Growth.

(b) All Confidential Information shall be kept strictly confidential by the Receiving Party and will not, without the Disclosing Party’s authorization, be disclosed to any third party or used by the Receiving Party except as provided under this MSA or a Work Order.

(c) Confidential Information may be disclosed to employees of the Receiving Party who (a) have signed a confidentiality agreement or are otherwise under an obligation to keep information confidential that is at least as protective as the terms of this MSA and (b) have a need to access the Confidential Information for the purposes set forth in this MSA.

(d) Nothing in this MSA prohibits Scalable Growth from disclosing Client’s Confidential Information to Scalable Growth subcontractors to effectuate Scalable Growth Offerings. If Scalable Growth uses subcontractors to process Confidential Information in connection with any Scalable Growth Offering, Scalable Growth shall enter into a non-disclosure agreement with such service provider that is at least as protective of Client’s Confidential Information as this MSA.

(e) If Receiving Party receives a valid subpoena, court order, search warrant or other legal process seeking Confidential Information (“Legal Process”): the Receiving Party (a) will promptly notify the Disclosing Party upon receipt of Legal Process, unless such notice is expressly prohibited by law or court order; (b) will cooperate, at the Disclosing Party’s expense, in any good faith effort to quash such Legal Process or obtain a protective order or other reasonable assurance that the Confidential Information will be treated confidentially; and (c) will disclose only so much Confidential Information as is required by law to be disclosed.

(f) Confidential Information does not include: (a) information known to the Receiving Party before receipt of the Confidential Information or later independently developed without reference to the Confidential Information; (b) information lawfully obtained from a third party without restriction and without breach of an obligation to keep such information confidential; and (c) information that becomes publicly available due to an act or omission of the Disclosing Party, except that this does not include any disclosure that is the result of theft and/or misappropriation of Confidential Information.

(g) The Parties are required to maintain the confidentiality of all trade secrets disclosed for so long as such information continues to constitute a trade secret under applicable law. All other Confidential Information shall be maintained confidentially for three (3) years following termination and/or expiration of this MSA.


  1. Survival.

The following provisions survive termination of this MSA: MSA Section 5 and Additional Terms Section 21 (Confidentiality), Additional Terms Section 11 (Indemnification), Additional Terms Section 12 (Limitation of Liability), MSA Section 6 and Additional Terms Section 7 (Termination), MSA Section 7 (Non-Solicitation/Non-Circumvention/Non-Disparagement), Additional Terms Section 15 (No Waiver), MSA Section 9 (Notices), Additional Terms Section 16 (Enforceability; Priority), MSA Section 10 (Governing Law; Exclusive Jurisdiction; Venue), Additional Terms Section 23 (Ownership of Deliverables), Additional Terms Section 24 (Health Information; HIPAA), and any other provision that by its terms is intended to survive termination.


  1. Ownership of Deliverables.

(a) Upon Scalable Growth’s receipt of full payment of all fees due under an applicable Work Order, all right, title, and interest in and to the final deliverables created by Scalable Growth specifically for Client under that Work Order, including website content, articles, landing pages, and ad creatives (collectively, “Deliverables”), shall be assigned to and vest in Client.

(b) Notwithstanding the foregoing, Scalable Growth retains all right, title, and interest in and to its pre-existing materials, tools, software, templates, know-how, methodologies, and all improvements thereto (“Scalable Growth Tools”). Scalable Growth grants Client a perpetual, non-exclusive, royalty-free license to use Scalable Growth Tools solely to the extent embedded in the Deliverables and solely as part of the Deliverables.

(c) Unless otherwise set forth in a Work Order, Scalable Growth may identify Client as a client and display the Deliverables in Scalable Growth’s portfolio and marketing materials.


  1. Health Information; HIPAA.

(a) Except as expressly set forth in an applicable Work Order, Client shall not provide Scalable Growth with, or give Scalable Growth access to, Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), or records subject to 42 C.F.R. Part 2.

(b) To the extent any Scalable Growth Offering (including call tracking, lead tracking and attribution, form submission handling, or insurance verification services) involves Scalable Growth creating, receiving, maintaining, or transmitting PHI on behalf of Client, the Parties shall execute Scalable Growth’s Business Associate Agreement (“BAA”) before any such Services commence. The BAA controls over any conflicting terms of the MSA, these Additional Terms, or any Work Order with respect to PHI.

(c) Each Party shall comply with applicable federal and state laws and regulatory guidance governing the use of tracking technologies in connection with health-related websites and services. Client is solely responsible for obtaining any legally required consents and providing any legally required disclosures on Client’s own websites, applications, and properties.


  1. Artificial Intelligence Services.

(a) Certain Scalable Growth Offerings may use or incorporate artificial intelligence tools, including generative AI, or may be directed at Client’s visibility in AI-generated search experiences and large language model outputs (“LLM Visibility Services”).

(b) Scalable Growth shall not use Client’s Confidential Information to train any third-party AI model, and shall not input Client’s Confidential Information into any AI tool under settings that grant the tool provider the right to use such information for model training, without Client’s prior written consent.

(c) Client acknowledges that content generated in whole or in part by AI tools may have limited or no copyright protection under applicable law, and Scalable Growth makes no warranty as to the registrability, ownership, or enforceability of intellectual property rights in AI-generated content included in any Deliverable.

(d) CLIENT ACKNOWLEDGES THAT AI SEARCH EXPERIENCES AND LLM OUTPUTS ARE CONTROLLED BY THIRD PARTIES, CHANGE RAPIDLY, AND CANNOT BE CONTROLLED BY SCALABLE GROWTH. SCALABLE GROWTH DOES NOT GUARANTEE THAT CLIENT, ITS WEBSITE, OR ITS CONTENT WILL APPEAR, OR WILL APPEAR IN ANY PARTICULAR MANNER, IN ANY AI-GENERATED RESPONSE, SUMMARY, OVERVIEW, OR SEARCH EXPERIENCE.


  1. Force Majeure.

Neither Party shall be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, or third-party platform or search engine outages, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Work Order(s) upon written notice, and Scalable Growth shall refund any prepaid fees for Services not performed.