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RRAPP STRATEGIES immediate assumption and payment of any Rapp Strategies legal expenses and attorney's fees and out-of-pocket costs and expenses), penalty, damage, settlement or obligation of any kind or nature that arises from or is incurred as a result of (i) any act or omission of the Client, its agents or affiliates, (ii) any information provided by the Client to Rapp Strategies or approved and/or adopted by the Client, or (iii) representations made by the Client to Rapp Strategies or to any third party. This indemnification shall include payment for time spent by Rapp Strategies personnel in connection with any such matter (including time spent in responding to subpoenas and preparing for and providing testimony in depositions and at trial) at the hourly rates specified for such personnel in this Agreement. Rapp Strategies agrees to indemnify, defend and hold harmless Client from and against any loss, claim, suit, judgment, proceeding, investigation, liability, cost and expense, penalty, damage, settlement or obligation of any kind that arises from or is incurred as a result of any negligent conduct by Rapp Strategies, or as a result of communications made by Rapp Strategies to any third party, unless such communications were made at the direct request of, provided by or approved by Client. This section shall survive the termination or expiration of this Agreement. 15. Upon request of Client, Rapp Strategies will provide website design services using a Squarespace template to be published on the Client's account on an Internet Service Provider (1SP) hosting service. In accordance with the Squarespace Terms and Conditions, the Client will own the website and the content thereof. Other than as described in Section Number 1.b., the Client will be solely responsible for maintaining the website and purchasing and renewing the URL(s) and hosting services through the appropriate third -party vendors. The Client will authorize Rapp Strategies to access the relevant website account(s) and authorizes the Client's hosting service to provide Rapp Strategies with access to the Client's account(s) so that design services may be performed, and Client -approved content may be populated to the website. 16. Rapp Strategies is providing website design services "as is" and makes no warranties or representations, either express or implied, that the website will be uninterrupted, error -free, free from viruses or other harmful components. In no event will Rapp Strategies be liable for any damages arising out of the operation of or inability to operate the website, including, but not limited to, client -approved content, service interruptions, security issues, or hacking. This section shall survive the termination or expiration of this Agreement. 17. This Agreement may be terminated at any time following the receipt of written notice to the address of Rapp Strategies (in the case of termination by the Client) or the Client (in the case of termination by Rapp Strategies) provided above; however, any amounts otherwise due to Rapp Strategies, irrespective of whether such amounts have been invoiced to the Client as of the date of any termination, shall remain due and payable upon the terms described herein. 18. This Agreement constitutes the whole agreement between the Client and Rapp Strategies with respect to the subject matter and supersedes any and all prior oral or written understandings, arrangements, negotiations, communications and/or representations between them. No amendment of this Agreement will be effective unless mutually agreed to in writing by Client and Rapp Strategies. 19. This Agreement is made and entered into in the State of Minnesota and the parties hereto agree the laws thereof shall govern it. Any action to enforce this Agreement shall take place in the courts of the state of Minnesota located in Hennepin County, Minnesota, or in the U.S. District Court located in Minneapolis, Minnesota. Page 4 of 5