Listings Manager Terms

These Sharecare Listings Manager Terms (this “Agreement”) is a legal agreement between Sharecare, Inc., (“Sharecare”, “us” or “we”), and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Client” or “you”). Sharecare and Client are each referred to herein as a “Party,” and collectively as the “Parties.” This Agreement, together with any other applicable terms and conditions referenced herein, governs in its entirety the relationship between Sharecare and the Client in connection with the Products (as defined below) for which Client has purchased a subscription. By clicking a box or link indicating your acceptance, you agree to the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not accept this Agreement, and you will not be permitted to use any of the Products or exercise any of the other rights set forth herein.

1. Products.

1.1 Subscription. Sharecare offers its clients directly and through other third-party licensors, providers, partners, subscriptions to various products and services as updated and otherwise modified by Sharecare from time to time (each, a “Product”). Use of Products are subject to these Sharecare Listings Manager Terms and additional privacy policies, terms of use, technical standards, content rules and other terms and conditions (of both Sharecare and its Publishers (as defined below) (collective, the “Product Terms”). The Product Terms including any updates are published at https://www.sharecare.com/static/terms. The Product Terms are incorporated into, and are made a part of, this Agreement.

1.2 Publishers. Certain Products may involve distribution of Client Content (as defined in Section 3.4) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). Client acknowledges and part of, this agrees that (i) all content submitted for any Product shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified by Sharecare or the Publisher at any time to comply with such policies, (ii) Sharecare does not guarantee that any content will be displayed on any Publisher Site, and (iii) the appearance and/or location of any content placement may change at any time. SHARECARE SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE PARTNER SITES, FOR ANY DECISION BY A PARTNER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.

1.3 Implementation at Client’s Request. Sharecare may from time to time, at the request of the Client, assist Client with the implementation of certain features that are a part of the Products. This may include interaction with the Client’s website and webpages. Any such assistance provided by Sharecare is at the Client’s own risk. SHARECARE SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE CLIENT’S WEBSITE OR TO ANY CLIENT CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.

2. Fees and Payment.

2.1 Fees. By purchasing a subscription, you agree to any fee and payment terms that are described herein and/or during the online registration process. Any Product fees are exclusive of any sales, taxes, levies, duties or similar governmental assessments (other than taxes on Sharecare’s income) (“Taxes”). Client is responsible for paying any Taxes associated with its purchases hereunder. Purchased subscription may not be cancelled during the subscription term and any fees paid are nonrefundable except in Sharecare’s sole discretion. Client agrees that its purchases are not contingent on Sharecare’s delivery of any future functionality or feature.

2.2 Payment Method; Payment Terms. You will be required to provide Sharecare with a valid credit card number or other payment method designated by Sharecare upon registration for a subscription. You hereby warrant and represent that you have the authority to provide such information to Sharecare and shall be responsible for all charges made thereto. Sharecare will bill payment method in advance of each Billing Period (as defined below) for the fees incurred for such Billing Period, as well as for any outstanding balances. Your “Billing Period” will be specified by Yext at the time of registration, though Sharecare reserves the right to change the term of future Billing Periods at any time. Any and all late payments shall accrue interest at the rate of one and one half percent (1.5%) of the outstanding balance per month (or the highest rate permitted by law, whichever is less). In addition, you are responsible for paying any reasonable expenses and attorneys’ fees that Sharecare incurs in connection with collecting late amounts. If any amount owed by you under this Agreement is overdue, Sharecare may, without limiting our other rights and remedies, suspend your access to the Products until such amounts are paid in full. Notwithstanding the termination provisions set forth in Section 4.2, if your access to the Products has been suspended for a period of seven (7) days or more for an overdue payment pursuant to the preceding sentence, Sharecare may, upon notice to you, immediately terminate this Agreement and cancel your account.

2.3 Automatic Renewal. SHARECARE WILL AUTOMATICALLY RENEW EACH OF YOUR PRODUCT SUBSCRIPTIONS AND CHARGE YOUR PAYMENT METHOD AT THE BEGINNING OF EACH SUBSCRIPTION RENEWAL PERIOD, SO LONG AS YOUR SUBSCRIPTION HAS NOT BEEN CANCELLED. The automatic charge to your payment mehthod will occur at the commencement of each subscription renewal. You acknowledge that the amount billed each Billing Period may vary for reasons such as promotional rates no longer being applied, changes in your subscription (for example, changes in the number of your locations under your subscription), changes in the amount of applicable sales tax or other reasons; and you authorize us to charge your payment method for such varying amounts. Sharecare may also periodically preauthorize your payment method in anticipation of account or related charges

2.4 Fee Changes. Sharecare may change the price for the subscriptions from time to time, and will communicate any price changes to you in advance, if applicable. We continually update and test various aspects of our platform. We reserve the right to, and by using our service you agree that we may, include you in or exclude you from these tests without notice. Unless we expressly communicate otherwise, any price changes will take effect on your next billing cycle upon notice communicated through a posting on the Sharecare website or such other means as we may deem appropriate from time to time, such as email. As permitted by law, you accept the new price by continuing to use the service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the service by contacting us at customer service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.

2.5 Additional Terms for Refunds/Cancellations. Some countries have mandatory laws regarding your cancellation rights, and these terms do not override such laws. Refunds are only issued if required by law.

3. Use of the Products.

3.1 Right to Use. Sharecare hereby grants Client a limited, non-exclusive, non-transferable right to access and use the Products that Client has subscribed to solely in connection with Client’s legitimate business needs. This right will terminate in the event the applicable subscription is not renewed or this Agreement is terminated pursuant to Section 4.2, in which case Client will immediately cease any further use of the Products. Client is solely responsible for all use of the Products through any of its account(s).

3.2 Proprietary Rights. Sharecare or it licensors owns and retains all right, title and interest (including all intellectual property rights) in and to the Products, including all aspects of the technology and branding, and any software or other materials developed or created by or on behalf of the Sharecare in connection with the delivery of the Products hereunder. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Sharecare trademark displayed as part of the Products or any Sharecare owned webpage or website without Sharecare’s prior written permission in each instance. The appearance of any third party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.

3.3 Usage Restrictions. Client’s use of the Products is limited solely to those rights granted in Section 3.1. Client will not (i) copy, prepare derivative works of, decompile or reverse engineer any Product, or any portion of any of the Products, (ii) use the Products to store or transmit any malware, or for any unlawful or fraudulent purpose, or (iii) sell, resell, license, sublicense, distribute, rent or lease any Product. Client will not remove any trademark, copyright, or other proprietary rights notices which appears on the Products. In addition, Client will not use the Products for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity, (b) harvesting or collecting any personal information in violation of applicable law or (c) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation.

3.4 License to Client Content. Client hereby grants Sharecare a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, transferable (in the event of a sale or other change of control of Sharecare’s business), sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display, distribute copy, publish, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all business listing and other information or content that is made available by or on behalf of you in connection with your use of the Products (“Client Content”). This license will survive any termination or expiration of this Agreement. Client acknowledges and agrees that Client will only make available information that it knows to be true.

4. Term and Termination

4.1 Term. This Agreement is effective as of the date you register for a subscription and shall remain in full force and effect until terminated by either Party in accordance with this Section 4.

4.2 Termination. Sharecare may terminate this Agreement and disconnect some or all of the Products at any time for convenience upon notice to you. Any then-current prepaid amounts will be refunded, if applicable. Either Party may terminate this Agreement at any time for convenience upon notice to the other Party to be effective at the end of your current subscription period (such notice may be provided through the Product dashboard by choosing not to renew or by contacting Sharecare at sharecare.com/static/contact. In addition, Sharecare may, upon notice to you, immediately terminate this Agreement and cancel your account in the event of your material breach of this Agreement.

4.3 Survival. Upon any termination or expiration of this Agreement, Client will pay Sharecare any fees due and payable prior to the effective date of such expiration or termination. The following provisions shall survive any termination of this Agreement: Section 3.4 (“License to Client Content”), this Section 4.3 (“Survival”), Section 5 (“Disclaimer and Limitation of Liability”), Section 6 (“Indemnification”), Section 7 (“Representations and Warranties”), Section 8 (“General Provisions”).

5. Disclaimer and Limitation of Liability. THE PRODUCTS PROVIDED BY SHARECARE AND ITS LICENSORS, PUBLISHERS, AND OTHER PROVIDERS (“PROVIDERS”), IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, SHARECARE AND IT PROVIDERS MAKE NO, AND DISCLAIM ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. THE SHARECARE PRODUCTS AND SHARECARE WEBSITE, AND OTHER WEBSITES, DATABASES, SERVICES AND/OR T PROGRAMS CONTAINED WITHIN THE PRODUCTS, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. SHARECARE AND ITS PROVIDERS, HAVE NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CLIENT CONTENT OR TO THE YOUR WEBPAGE OR WEBSITE AS A RESULT OF THE ASSISTANCE OF SHARECARE AND/OR ITS PROVIDERS, IN IMPLEMENTING ANY PRODUCT FEATURES, ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, ANY WEBSITES, DATABASES, SERVICES AND/OR PROGRAMS. SHARECARE AND ITS PROVIDERS, DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF ANY WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL SHARECARE OR AND PROVIDERS BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF SHARECARE AND ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHARECARE AND ITS PROVIDERS WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND THE CONTROL OF SHARECARE AND ITS PROVIDERS. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SHARECARE’S MAXIMUM, CUMULATIVE LIABILITY UNDER ANY CAUSES OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL PRICES PAID BY CLIENT TO SHARECARE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES. AS BETWEEN SHARECADRE PROVIDERS AND YOU, SHARECARDE PROVIDERS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT. To the extent any liability of Sharecare and its licensors, providers and partners, cannot be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

6. Indemnification. Client will defend, indemnify, and hold harmless, Sharecare, its PROVIDERS, and their affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, “Indemnified Parties”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from or related to: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your subscription; (c) any allegation arising from or relating to any Client Content, including, but not limited to, any allegation that any Client Content infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products, services, webpages, websites or business; and/or (e) any third party dispute with you, including, without limitation, any injury suffered by a third party at your place of business or any other related issue.

7. Representations and Warranties. You represent, warrant and covenant that at all times during the term of this Agreement:

(a) the individual accepting this Agreement is authorized to act on behalf of you and to bind you to this Agreement;

(b) you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;

(c) you have obtained, and grant to Sharecare, sufficient rights to access and use the Client Content to deliver the Products in accordance with this Agreement;

(d) your execution, delivery and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule, regulation, industry guidelines or codes of conduct to which you or your activities are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents; or (iv) any agreement or other instrument applicable to you; and

(e) you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees.

8. General Provisions.

8.1 Confidentiality. All non-public information relating to the Products, are confidential information of Sharecare (“Sharecare Confidential Information”). Unless required by applicable law, Client will not disclose any of the Sharecare Confidential Information to any third party without the prior, written approval of Sharecare. Client will not use any of the Sharecare Confidential Information for any purpose, other than as necessary for Client to perform its obligations under this Agreement. Client will protect the confidentiality of the Sharecare Confidential Information using at least the same degree of care as that which Client uses for its own highly sensitive confidential information (but in no event less than a reasonable degree of care).

8.2 Promotional Materials. During the term of this Agreement, Sharecare may use Client’s name and logo for the purpose of referring to Client as a Sharecare client on Sharecare’s website and in its other promotional materials.

8.3 Policies. Client’s participation in any subscription shall be subject to all applicable Sharecare policies including, without limitation, the Privacy Policies posted on any Web Site on which Client listings are published, and any applicable Web Site specification requirements (collectively, “Policies”). The Policies may be modified by Sharecare at any time. The latest Policies can be found on any of Sharecare’s websites. You should review the Policies regularly. By your continued participation in a Product subscription, you agree to all of the associated terms and conditions contained within the Policies effective at that time.

8.4 Representatives. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this Agreement, but it is liable for their acts and omissions.

8.5 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

8.6 Waiver. The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.

8.7 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.

8.8 Arbitration and Class Action Waiver. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTESRELATED TO THIS AGREEMENT, YOUR USE OF THE PRODUCTS AND/OR ANY SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S COMMERCIAL ARBITRATION RULES. ARBITRATION WILL BE HELD IN THE UNITED STATES COUNTY THAT YOU LIVE OR WORK IN, NEW YORK, NY OR ANY OTHER LOCATION THAT THE PARTIES AGREE TO. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the Party initiating the arbitration must mail a copy of the completed form to the opposing Party. You may send a copy to Sharecare at the following address: Sharecare, Inc., Attn: Legal Group, 255 E. Paces Ferry Rd NE, #700, Atlanta, GA 30305. In the event Sharecare initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your account. As an alternative to arbitration, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules and if within such court's jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.

8.9 Governing Law and Forum. This Agreement, and any disputes arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, U.S.A, without regard to its choice of law provisions. If for any reason a claim proceeds in court rather than in arbitration, each of the Parties hereby waive any right to a jury trial and irrevocably consent and submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, U.S.A for any such disputes, and hereby irrevocably waive any objections to the laying of venue in such courts.

8.10 Entire Agreement; Amendment. This Agreement (together with any other applicable terms and conditions referenced herein) constitutes the entire agreement between the Parties with regard to the subject matter hereof. Sharecare may modify the terms of this Agreement at any time without liability, and your use of the Products after notice that the terms of this Agreement have changed constitutes your acceptance of the new terms.

8.11 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

8.12 Costs, Expenses and Attorneys’ Fees. If either Party commences any action or proceeding against the other Party to enforce or interpret this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the other Party the actual costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by such prevailing Party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

8.13 Assignment and novation. You shall not, without the prior written consent of Sharecare, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Sharecare may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

Last Modified: August 4, 2017