12-Month Move-In Guarantee Terms

1. OVERVIEW, PARTIES, ELIGIBILITY AND DEFINITIONS

1.1 Parties. These 12-Month Move-In Guarantee Terms (the "Guarantee Terms") form a binding agreement between Senior Living Mastery, doing business as Census Mastery ("Company," "we," "us," or "our"), and the subscriber that accepts these Guarantee Terms ("Subscriber," "you," or "your"). These Guarantee Terms supplement, and are incorporated into, the Census Mastery Terms of Service and Privacy Policy (together, the "Service Terms"). In the event of any conflict between these Guarantee Terms and the Service Terms with respect to the Guarantee, these Guarantee Terms control.

1.2 Nature of the Guarantee. The Guarantee is a conditional, performance-based commitment offered solely as an incentive to Eligible Subscribers who fully and continuously satisfy every Compliance Requirement in Section 2 and every Disclosure and Verification Obligation in Section 3 for the entire Guarantee Period. The Guarantee is not a warranty, is not a promise of any particular business result, and creates no obligation on Company except as expressly stated in Section 4 and only after a Qualifying Claim has been approved under Section 5.

1.3 Eligibility. The Guarantee is available only to Subscribers who, at the time of enrollment and continuously thereafter, maintain a paid, active subscription to the Full Census plan or the Waitlist plan (each an "Eligible Plan"). The Guarantee does not apply to the Census Watch plan, to any trial, promotional, discounted, complimentary, partner, reseller or white-label account, to any plan introduced after the Effective Date unless Company expressly designates it as an Eligible Plan in writing, or to any Subscriber who has previously made a claim under this or any prior Company guarantee.

1.4 Enrollment. Enrollment in the Guarantee occurs automatically on the date the Subscriber's first successful payment for an Eligible Plan clears (the "Enrollment Date"), provided the Subscriber has accepted these Guarantee Terms. Company may require written acknowledgment of these Guarantee Terms as a condition of enrollment and may decline to enroll any Subscriber in its sole discretion.

1.5 Definitions. Capitalized terms have the meanings set out below. Terms not defined here have the meanings given in the Service Terms.

"Community" means the single licensed assisted living, memory care, independent living, nursing or other senior living community identified in the Subscriber's account at the Enrollment Date. Where an Eligible Plan covers more than one location, the Guarantee applies to the Subscriber's account as a whole and a Qualifying Move-In at any covered location satisfies the Guarantee for all covered locations.

"Guarantee Period" means the twelve (12) consecutive calendar months beginning on the first day of the first full calendar month after the Enrollment Date and ending at 11:59 p.m. Eastern Time on the last day of the twelfth such month.

"Recommended Action" means any task, recommendation, alert, flag, battle plan item, report finding, or other action item generated, displayed, emailed, texted or otherwise communicated to the Subscriber by the Service at any time during the Guarantee Period, regardless of whether it is labeled as required, recommended, suggested or optional, and regardless of the Subscriber's view of its importance, cost or practicality.

"Scheduled Report" means any AI assessment, Census Score report, geo grid report, reputation audit, competitor report, directory audit, survey summary or other report that the Service generates on the cadence applicable to the Subscriber's Eligible Plan.

"Lead" means every person, family, referral source, placement agency, hospital, discharge planner, physician, social worker, community organization, website visitor who submitted a form, caller, walk-in, tour, email inquiry, chat inquiry, directory inquiry, social media inquiry, and any other individual or entity who inquired about, toured, was referred to, applied to, or otherwise expressed any interest in residency at the Community during the Guarantee Period, whether or not that interest resulted in a move-in, and whether the inquiry was received by the Subscriber, its staff, its ownership, its management company, a marketing vendor, a referral partner, or any other person acting on the Subscriber's behalf.

"Resident" means any person who moved into the Community during the Guarantee Period or within ninety (90) days after it, including any person who subsequently moved out or died, and includes that person's responsible party, family members and decision makers.

"Online Influence" means any circumstance in which a Lead or Resident, or any person acting for them, at any point in their decision process saw, read, received, relied on, was referred by, or was influenced by any online source concerning the Community, including without limitation a search engine result, a map or local pack listing, a directory listing (including A Place for Mom, Caring.com, SeniorAdvisor, SeniorLiving.org, Google Business Profile, Yelp, Facebook or any other directory or review platform), an online review or review response, a rating or score, a website, a blog or article, a paid advertisement, a social media post, an email or SMS communication, or an answer or recommendation produced by an artificial intelligence assistant or generative search engine (including ChatGPT, Gemini, Claude, Perplexity, Copilot, Google AI Overviews or any similar system).

"Qualifying Move-In" means a move-in by any Resident where Online Influence is present, as determined by Company under Section 3.

"Activity Log" means the Service's internal records of the Subscriber's logins, report views, completed and uncompleted Recommended Actions, survey sends, review request sends, widget status and all other usage data, as captured and retained by Company.

"Effective Date" means October 15, 2026.

2. COMPLIANCE REQUIREMENTS

2.1 Strict Compliance. The Guarantee is conditioned on the Subscriber's strict, complete and continuous compliance with each of the following requirements (the "Compliance Requirements") during every calendar month of the Guarantee Period. Substantial compliance is not sufficient. A single failure to satisfy any Compliance Requirement in any month, whether or not the failure is later cured, permanently disqualifies the Subscriber from the Guarantee, and Company has no obligation to notify the Subscriber of the failure or the disqualification.

2.2 Continuous Paid Subscription. The Subscriber must maintain an active, fully paid subscription to an Eligible Plan without interruption for the entire Guarantee Period. Any declined, late, reversed, disputed or charged-back payment, any downgrade to a non-Eligible Plan, any pause, suspension or cancellation, and any change of the account holder or Community, each terminates the Guarantee immediately.

2.3 Minimum Engagement. In each calendar month of the Guarantee Period the Subscriber must, through credentials assigned to the Subscriber's account, (a) log in to the Service on at least two (2) separate calendar days, (b) open and review each Scheduled Report within fourteen (14) days of the date the Service makes it available, and (c) record at least one completed Recommended Action in the Service.

2.4 Completion of All Recommended Actions. The Subscriber must complete every Recommended Action, in full, in the manner the Service specifies, within the earlier of (a) the deadline stated by the Service for that Recommended Action, (b) thirty (30) days after the Recommended Action is first communicated, or (c) the date of the next Scheduled Report, and must mark the Recommended Action as completed in the Service with any supporting information the Service requests. Recommended Actions include, without limitation:

(a) claiming, verifying, correcting, completing and maintaining each directory, review and map listing the Service identifies, including A Place for Mom and Google Business Profile;

(b) correcting every inconsistency in the Community's name, address, phone number, website, hours, categories and descriptions the Service identifies;

(c) sending every review request and every survey the Service generates or prompts, to every recipient the Service identifies, and completing every follow-up step the Service prompts;

(d) responding to every review the Service flags as requiring a response, within the timeframe the Service indicates;

(e) installing the Service's review widget on the Community's public website within thirty (30) days of the Enrollment Date and keeping it live, visible and functional for the entire Guarantee Period;

(f) implementing every website, content, listing, photo, video, pricing, availability or profile change the Service recommends;

(g) implementing every advertising, budget or competitive response the Service recommends, including paid advertising on any platform the Service identifies, at or above the spend level the Service indicates, where the Service recommends it; and

(h) any other action the Service communicates, whether through the dashboard, a report, a battle plan, an alert, an email or an SMS.

2.5 Use of All Plan Features. The Subscriber must activate and use every feature included in the Eligible Plan, including AI assessment, geo grid tracking, directory audit, competitor tracking, review requests, surveys, alerts and the review widget, for the entire Guarantee Period.

2.6 Resolution of Flagged Issues. Every issue, error, inconsistency, gap or risk flagged in any Scheduled Report must be fully resolved, and shown as resolved in the Service, within sixty (60) days of the date it is first flagged. No flagged issue may remain open at the end of the Guarantee Period.

2.7 Source Capture. The Subscriber must ask every Lead and every Resident, at first contact and again at tour, application and move-in, how they found and why they chose the Community, must specifically ask whether any online source, review, listing, search result or artificial intelligence tool played any part in their awareness or decision, and must contemporaneously record each answer verbatim in the Subscriber's lead management records.

2.8 Accuracy and Good Faith. The Subscriber must at all times provide accurate, complete and truthful information to the Service, must not manipulate, back-date, mass-complete or falsely mark Recommended Actions as completed, and must not solicit, purchase, incentivize, fabricate or suppress reviews, ratings or survey responses on any platform.

2.9 Activity Log Conclusive. The Activity Log is the sole and conclusive record of the Subscriber's compliance with Sections 2.3 through 2.6. The Subscriber acknowledges that actions taken outside the Service, or not recorded in the Service, will not be credited. The Subscriber waives any right to contest the Activity Log by reference to screenshots, emails, staff recollection, third-party records or any other evidence.

2.10 Changes to the Service. Company may add, modify, re-schedule or remove features, reports and Recommended Actions at any time. The Compliance Requirements apply to the Service as it exists from time to time during the Guarantee Period.

3. LEAD DISCLOSURE, VERIFICATION AND ATTRIBUTION

3.1 Complete Lead Disclosure. As a condition precedent to any claim, the Subscriber must deliver to Company, within fifteen (15) days after the end of the Guarantee Period, a complete, accurate and unredacted record of one hundred percent (100%) of all Leads and all Residents for the period beginning on the Enrollment Date and ending on the last day of the Guarantee Period (the "Lead Record"). The Lead Record must include, for each Lead and Resident, the full name, telephone number, email address, mailing address where known, date and channel of first contact, the name of any responsible party or decision maker, the recorded answer to the source questions required by Section 2.7, the outcome of the inquiry, and the move-in date where applicable. The Lead Record must be delivered in a format Company specifies and must be certified as complete and accurate by an owner or executive officer of the Subscriber.

3.2 Omission is Disqualifying. The omission of any single Lead or Resident from the Lead Record, whether intentional or inadvertent, constitutes a material breach of these Guarantee Terms and permanently and irrevocably disqualifies the Subscriber from the Guarantee. The Subscriber bears the entire burden of proving that the Lead Record is complete. Company may compare the Lead Record against the Activity Log, call tracking data, form submissions, directory inquiry records, review and survey data, public records, licensing and census data, and any other information available to Company, and any discrepancy is conclusive evidence of omission.

3.3 Consent to Contact. By accepting these Guarantee Terms, the Subscriber grants Company and its affiliates, agents and contractors the irrevocable right, at any time during the Guarantee Period and for twelve (12) months after it, to contact any Lead, any Resident, any current or former resident of the Community, and any family member, responsible party or referral source of any of them, by telephone, email, SMS, mail or in person, for the purpose of verifying how that person became aware of, evaluated or selected the Community. The Subscriber shall not instruct, discourage or interfere with any such person's cooperation with Company and shall, on request, introduce Company to any such person and confirm Company's authority to make the inquiry.

3.4 Subscriber's Privacy and Compliance Obligations. The Subscriber represents and warrants that it has obtained, and will maintain throughout the Guarantee Period, all consents, notices and authorizations required under applicable federal and state law, including without limitation the Health Insurance Portability and Accountability Act and its implementing regulations, the Telephone Consumer Protection Act, the CAN-SPAM Act, the Florida Information Protection Act, Florida assisted living facility regulations, and the law of the state in which the Community is located, to collect the information in the Lead Record and to disclose it to Company for the purposes described in this Section 3. The Subscriber is solely responsible for determining whether any information it provides to Company is protected health information, personal information or otherwise regulated, and for ensuring that its disclosure to Company is lawful. The Subscriber shall not include in the Lead Record any protected health information beyond what is strictly necessary to identify and contact the individual, and shall indemnify, defend and hold harmless Company from any claim, investigation, fine, penalty or loss arising from the Subscriber's collection, retention, use or disclosure of information in connection with the Guarantee. Company's receipt of the Lead Record does not make Company a business associate, covered entity, service provider or data processor of the Subscriber, and no business associate agreement is created or implied.

3.5 Presumption of Online Influence. The parties acknowledge that no method exists to prove with certainty which online source caused any individual move-in, and that the Service is designed to increase the Community's visibility, reputation and conversion across many online channels simultaneously. Accordingly, the Subscriber agrees that a move-in is a Qualifying Move-In, and the Guarantee is fully satisfied, if any one of the following is true with respect to any Resident:

(a) the Resident or any person acting for them states, in any form, that any online source played any part, however minor, in their awareness of, evaluation of, or decision to choose the Community;

(b) the Resident or any person acting for them is unable to identify a source, declines to answer, cannot be reached after reasonable attempts by Company, or gives inconsistent answers;

(c) the Lead Record, the Subscriber's call tracking, website analytics, form submissions, directory inquiry data or any other record shows that the Resident or any person acting for them visited the Community's website, called a tracked number, submitted an online form, or inquired through any directory or online platform at any time before move-in;

(d) the Resident was referred by a placement agency, referral service, discharge planner or other intermediary that itself located or evaluated the Community through any online source; or

(e) the move-in occurred after any Recommended Action was completed and Company determines, in its sole discretion, that the move-in is reasonably attributable to the improved online presence of the Community.

3.6 Standard for a Claim. A claim under the Guarantee will be approved only where Company determines, after completing its verification under this Section 3, that no move-in occurred at the Community during the Guarantee Period or that every move-in that did occur is affirmatively and credibly established, by consistent evidence from the Resident or their decision maker, to have occurred without any Online Influence. The Subscriber bears the burden of proof on every element of a claim.

3.7 Cooperation. The Subscriber shall respond to every request for information, documents or access made by Company in connection with a claim within ten (10) business days. Failure to respond within that period is deemed a withdrawal of the claim.

3.8 Company's Determination Final. Every determination by Company under this Section 3, including whether a Lead Record is complete, whether a Resident is a Qualifying Move-In, whether Online Influence is present, and whether the Subscriber has met the standard in Section 3.6, is made in Company's sole and absolute discretion, is final and binding on the Subscriber, and is not subject to challenge in any forum except for fraud by Company.

4. GUARANTEE BENEFITS

4.1 Sole and Exclusive Remedy. If, and only if, Company approves a claim under Section 5, Company will provide the following benefits (the "Benefits"). The Benefits are the Subscriber's sole and exclusive remedy under the Guarantee and in respect of any dissatisfaction with the results obtained from the Service during the Guarantee Period. Company has no other obligation of any kind.

4.2 Benefit A: Continued Access. Company will provide the Subscriber with continued access to the Service for the Community at no subscription charge ("Continued Access"), subject to the following:

(a) Continued Access is provided on a plan tier, feature set, location count and usage allowance selected by Company in its sole discretion, and Company may change that tier, feature set or allowance at any time. Nothing in these Guarantee Terms entitles the Subscriber to continued access to the Eligible Plan, to any particular feature, or to any feature later introduced.

(b) Continued Access is limited to the single Community (or the locations covered by the account at the time of the claim) and may not be extended to additional locations, affiliates, successors or acquirers.

(c) Usage-based costs, including SMS messages above the included allowance, additional locations, premium add-ons, third-party fees and any pass-through costs, remain payable by the Subscriber at Company's then-current rates.

(d) Continued Access ends automatically, without notice or liability, upon the earliest of: the Community ceasing to operate, changing ownership or control, losing or surrendering its license, or ceasing to accept residents; the Subscriber breaching the Service Terms or these Guarantee Terms; the Subscriber engaging in conduct described in Section 5.5; Company discontinuing the Service or the Company ceasing to operate; or Company's exercise of its right under Section 4.6.

(e) Continued Access is personal to the Subscriber and is not transferable or assignable by operation of law or otherwise.

4.3 Benefit B: Marketing Services. Company, through its Senior Living Mastery brand, will provide the Subscriber with digital marketing services for the Community over a period of six (6) consecutive months (the "Marketing Services"), which Company values at a notional retail amount of twelve thousand United States dollars (US$12,000), being a notional two thousand United States dollars (US$2,000) per month, subject to the following:

(a) The scope, nature, mix, sequence and deliverables of the Marketing Services are determined by Company in its sole and absolute discretion based on Company's assessment of the Community's needs. The Marketing Services may include, by way of example only, website design or redesign, content creation, search engine optimization, listing optimization, advertising management, reputation management or any other service Company elects to provide, in any combination.

(b) The Subscriber has no right to request, direct, approve or reject any particular service, deliverable, channel, vendor or allocation of effort, and no right to require that the Marketing Services match any published package, price list or prior proposal of Company.

(c) The notional value of US$12,000 is stated for descriptive purposes only. Company is not required to itemize, cost, time-track, document or substantiate the value of any deliverable or of the Marketing Services as a whole, and the Subscriber waives any right to an accounting. Company's determination that the Marketing Services have been delivered in full is final.

(d) Any third-party costs associated with the Marketing Services, including advertising spend, domain registration, hosting, stock media, software licenses, printing and similar costs, are payable by the Subscriber and are not part of the Marketing Services unless Company expressly agrees in writing.

(e) The Marketing Services must commence within ninety (90) days of claim approval, at a start date set by Company, and are forfeited if the Subscriber fails to provide the access, approvals, information and cooperation reasonably required to perform them. Unused months do not accrue, roll over or convert to any other benefit.

(f) The Marketing Services are provided "as is," without warranty of any result, ranking, lead volume, occupancy or revenue, and are subject to Company's then-current standard service terms, which are incorporated by reference.

4.4 No Cash Value. The Benefits are services only. Neither Benefit has any cash value, is redeemable for cash, credit, refund or set-off, may be exchanged for any other product or service, may be sold, assigned, pledged or transferred, or may be applied against any amount owed by the Subscriber to Company or to any third party. No cash alternative will be offered under any circumstances, including where Company is unable or elects not to perform a Benefit.

4.5 Taxes. The Subscriber is solely responsible for any tax consequences arising from receipt of the Benefits.

4.6 Substitution. If Company is unable to provide a Benefit for any reason, including the discontinuation of the Service or the Marketing Services, Company may in its sole discretion substitute a benefit of comparable nature or may terminate the Benefit without further obligation.

5. CLAIM PROCEDURE, DETERMINATION, VOID CONDITIONS AND TERMINATION

5.1 Claim Window. A claim must be submitted in writing to Company at the email address designated in the Service, no earlier than the first day after the Guarantee Period ends and no later than thirty (30) days after the Guarantee Period ends. Claims received outside this window are void. Time is of the essence.

5.2 Claim Contents. A valid claim must include: (a) the Subscriber's legal name, Community name and account identifier; (b) a written statement, signed by an owner or executive officer of the Subscriber under penalty of perjury, that the Subscriber has satisfied every Compliance Requirement for every month of the Guarantee Period and that the Lead Record is complete and accurate; (c) the Lead Record described in Section 3.1; (d) the Subscriber's move-in, census and occupancy records for the Guarantee Period and the ninety (90) days following it; and (e) any other information Company reasonably requests.

5.3 Determination. Company will review the claim and issue a written determination within sixty (60) days after receiving a complete claim, which period is extended day-for-day by any delay in the Subscriber's response to a request under Section 3.7 or 5.2(e). Company may approve the claim, deny the claim, or request further information. A denied claim may not be resubmitted.

5.4 Automatic Denial. A claim is automatically denied, without the need for further review, if any of the following is true:

(a) the Activity Log shows any failure to satisfy any Compliance Requirement in any month;

(b) any Lead or Resident is found to have been omitted from the Lead Record;

(c) any Resident is a Qualifying Move-In under Section 3.5;

(d) the Subscriber failed to respond to any request within the time required;

(e) the Subscriber's account was not continuously paid and active on an Eligible Plan for the full Guarantee Period;

(f) the Subscriber or any person acting for it made any false, misleading or incomplete statement in connection with the Guarantee; or

(g) the Guarantee has been voided under Section 5.5 or terminated under Section 5.9.

5.5 Void Conditions. The Guarantee is void, and any Benefits already granted terminate immediately, if the Subscriber or any person acting for or affiliated with the Subscriber at any time:

(a) misses, disputes, reverses or charges back any payment, or cancels, pauses or downgrades the subscription;

(b) closes the Community, sells or transfers the Community or a controlling interest in the Subscriber, or loses, surrenders or has suspended any license required to operate the Community;

(c) breaches the Service Terms, these Guarantee Terms or any other agreement with Company;

(d) solicits, purchases, incentivizes, fabricates, suppresses, removes or manipulates any review, rating, survey response, listing, citation or search result;

(e) shares account credentials outside the Subscriber's organization, scrapes or exports data for use outside the Community, or subscribes primarily to obtain reports, data, credits or competitive intelligence;

(f) makes any public statement, review, social media post or complaint that is false or disparaging concerning Company, the Service or the Guarantee;

(g) initiates any legal, regulatory or collection action against Company; or

(h) engages in any conduct that Company, in its sole discretion, determines to be deceptive, abusive, in bad faith or inconsistent with the purpose of the Guarantee.

5.6 One Claim Only. The Guarantee may be claimed once per Subscriber and once per Community, regardless of the number of accounts, plans, owners or entities involved. No Benefit is available for any subsequent Guarantee Period, renewal or subscription.

5.7 Relationship to Refund Policy. The Guarantee is separate from and in addition to any 30-day money-back policy published by Company. A Subscriber who receives a refund under any such policy is not eligible for the Guarantee. Any refund is at Company's discretion.

5.8 Changes and Withdrawal. Company may amend, suspend or withdraw the Guarantee for new enrollments at any time without notice. Amendments to these Guarantee Terms apply to existing enrollments thirty (30) days after being posted in the Service or emailed to the Subscriber, unless the Subscriber cancels before that date.

5.9 Company's Right to Terminate at Its Discretion. Company may terminate the Subscriber's subscription, the Subscriber's enrollment in the Guarantee, or both, at any time during the Guarantee Period, for any reason or for no reason, in Company's sole and absolute discretion, on written notice to the Subscriber. Without limiting that discretion, Company may exercise this right where Company determines that the Subscriber is not using the Service in the manner intended, is performing only the minimum activity necessary to appear compliant, is unlikely to benefit from the Service, is acting with the apparent purpose of obtaining the Benefits rather than improving the Community's census, or is otherwise engaging in conduct that Company considers inconsistent with the purpose or reputation of the Service. Upon such termination: (a) the Guarantee terminates immediately and no claim may be made under it; (b) Company's sole obligation is to refund, within thirty (30) days, the pro-rated unused portion of any subscription fee prepaid for the then-current billing month; (c) the Subscriber is not entitled to any Benefit, credit, damages or other compensation of any kind; and (d) Company is not required to state any reason for its decision. The Subscriber acknowledges that Company's willingness to offer the Guarantee is expressly conditioned on this right, that Company's monthly check-ins and account reviews are provided as a courtesy and do not create any obligation to warn the Subscriber before exercising it, and that the exercise of this right is not a breach of the Service Terms or these Guarantee Terms.

6. DISCLAIMERS, LIMITATION OF LIABILITY, GOVERNING LAW AND GENERAL TERMS

6.1 No Guarantee of Results. EXCEPT FOR THE CONDITIONAL BENEFITS EXPRESSLY DESCRIBED IN SECTION 4, COMPANY MAKES NO GUARANTEE, WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE NUMBER OF MOVE-INS, LEADS, TOURS, INQUIRIES, REVIEWS, RATINGS, RANKINGS, CENSUS SCORES, SEARCH POSITIONS, AI VISIBILITY, OCCUPANCY, REVENUE OR ANY OTHER BUSINESS OUTCOME. THE SUBSCRIBER ACKNOWLEDGES THAT SUCH OUTCOMES DEPEND ON FACTORS OUTSIDE COMPANY'S CONTROL, INCLUDING CARE QUALITY, STAFFING, PRICING, LOCATION, AVAILABILITY, LICENSING, REGULATORY ACTION, LOCAL COMPETITION, MARKET CONDITIONS, THE CONDUCT OF THIRD-PARTY PLATFORMS AND THE SUBSCRIBER'S OWN SALES PROCESS. THE SERVICE, THE RECOMMENDED ACTIONS, THE SCHEDULED REPORTS AND THE BENEFITS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

6.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE GUARANTEE, THESE GUARANTEE TERMS OR THE BENEFITS, UNDER ANY THEORY OF LIABILITY, IS LIMITED TO THE PROVISION OF THE BENEFITS DESCRIBED IN SECTION 4 AND SHALL IN NO EVENT INCLUDE ANY MONETARY PAYMENT. WITHOUT LIMITING THE FOREGOING, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST OCCUPANCY, LOSS OF GOODWILL OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. THE SUBSCRIBER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE GUARANTEE WOULD NOT BE OFFERED WITHOUT THEM.

6.3 Indemnification. The Subscriber shall indemnify, defend and hold harmless Company, its members, managers, officers, employees, contractors and affiliates from and against all claims, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to (a) the Subscriber's breach of these Guarantee Terms; (b) the Subscriber's collection, use or disclosure of any Lead, Resident or personal information, including any alleged violation of HIPAA, the TCPA, the CAN-SPAM Act or any state privacy, consumer protection or licensing law; (c) any Recommended Action implemented by the Subscriber; (d) the content of any review, listing, website or advertisement published by or for the Subscriber; or (e) any claim by a Lead, Resident, family member, employee, regulator or third party relating to the Community.

6.4 Governing Law. These Guarantee Terms and any dispute arising out of or relating to them are governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

6.5 Binding Arbitration and Class Action Waiver. Any dispute, claim or controversy arising out of or relating to the Guarantee, these Guarantee Terms or the Benefits, including their formation, validity, interpretation, performance or breach, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Broward County, Florida, conducted in English. The arbitrator has no authority to award any monetary relief against Company in excess of the Benefits or to award relief to anyone other than the individual Subscriber. THE SUBSCRIBER WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, AND ANY RIGHT TO A JURY TRIAL. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Company may seek injunctive or equitable relief in the state or federal courts located in Broward County, Florida, to protect its intellectual property, data or confidential information, and the Subscriber consents to the exclusive jurisdiction and venue of those courts for that purpose.

6.6 Pre-Dispute Notice. Before commencing arbitration, the Subscriber must deliver written notice of the dispute to Company describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve it for sixty (60) days. Any arbitration demand must be filed within one (1) year after the claim determination under Section 5.3 or the dispute is permanently barred.

6.7 Attorneys' Fees. In any arbitration or proceeding in which Company prevails in whole or in part, Company is entitled to recover its reasonable attorneys' fees, costs and expenses from the Subscriber.

6.8 Entire Agreement; Precedence. These Guarantee Terms, together with the Service Terms, constitute the entire agreement between the parties concerning the Guarantee and supersede all prior and contemporaneous statements, marketing materials, sales conversations, proposals, emails and representations concerning any guarantee. No statement by any Company representative, on any website, sales page, social media post, call or email, modifies these Guarantee Terms unless set out in a written amendment signed by an authorized officer of Company.

6.9 No Waiver; Severability. Company's failure to enforce any provision is not a waiver of that provision or of any other. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions remain in full force. If the class action waiver in Section 6.5 is held unenforceable, Section 6.5 is void in its entirety and disputes shall be resolved exclusively in the state or federal courts located in Broward County, Florida.

6.10 Assignment. The Subscriber may not assign or transfer these Guarantee Terms or any right under them, by operation of law or otherwise, without Company's prior written consent. Company may assign these Guarantee Terms freely, including to any successor or acquirer of the Service.

6.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The words "sole discretion" mean the unfettered and subjective discretion of Company, which need not be exercised reasonably and need not be explained. These Guarantee Terms shall not be construed against Company as drafter. The Subscriber acknowledges that it is a business, not a consumer, that it has read and understood these Guarantee Terms, that it has had the opportunity to obtain independent legal advice, and that it accepts the Guarantee on these terms voluntarily and in exchange for the Benefits.

6.12 Notices. Notices to Company must be sent to the email and mailing address published at censusmastery.com and are effective on receipt. Notices to the Subscriber may be given through the Service or to the email address on the account and are effective when sent.

6.13 Survival. Sections 3.3, 3.4, 3.8, 4.4, 4.5, 5.5, 5.6, 5.9 and 6 survive termination or expiry of the Guarantee, the Benefits and the Subscriber's subscription.