Reputation Shield Terms of Service

REPUTATION SHIELD TERMS OF SERVICE

Effective Date: November 4, 2026

Global Service. The Services are offered worldwide, delivered online, and available to Clients in any language. These Terms govern regardless of the Client’s location, and the English version controls if a translation differs.

PLEASE READ CAREFULLY. THESE TERMS ARE A BINDING CONTRACT. They include an ALL SALES FINAL, NO-REFUND policy (Section 11), a no-chargeback obligation (Section 12), a limitation of liability (Section 18), and a binding arbitration agreement with a class action waiver and jury trial waiver (Section 24).

1. The Agreement and How You Accept It

1.1 Parties. These Reputation Shield Terms of Service (the “Terms”) are a contract between PayDat, LLC, a Delaware limited liability company that operates lol242.com, the Bahama Drama Facebook Page and the lol242 WhatsApp Channel (the “Company,” “we,” “us” or “our”), and the business that purchases a Reputation Shield Plan (the “Client,” “you” or “your”).

1.2 Acceptance. These Terms bind you from the first moment you do any of the following: click a “Pay Now” button for a Plan, check any box confirming acceptance of these Terms, complete payment for a Plan, or request or use any Service. If you do not agree, do not pay for or use a Plan.

1.3 Opportunity to review. You confirm that these Terms were available to you before you paid, that you had the chance to read them and ask questions, and that you accept them voluntarily.

1.4 Authority. The person accepting these Terms confirms that he or she is at least 18 years old and is authorized to bind the Client. If that person is not authorized, he or she is personally bound by these Terms.

1.5 Business purchase. You confirm that you are buying a Plan for business purposes, and not for personal, family or household purposes.

2. Definitions

“Approved Statement” means a final, complete, ready-to-publish statement that your Authorized Approver has approved and that we have received through a Designated Channel.

“Authorized Approver” means each person you name in writing as authorized to approve content and give us instructions for you.

“Business Day” means Monday through Friday, excluding public holidays in The Bahamas.

“Business Hours” means our regular business hours in The Bahamas, as published on lol242.com or provided to you in writing.

“Business Profile” means a full sponsored feature story about your business, with photos, labeled as sponsored.

“Client Content” means all logos, trademarks, names, photos, artwork, statements, facts, quotes and other material that you, or anyone acting for you, supply, approve or ask us to publish. It includes Approved Statements and any content we draft or edit with you once you approve it.

“Company Channels” means the Site, the Page, the WhatsApp Channel, the Caribbean Pop Da News roundup, and any successor or replacement channels we operate.

“Deliverables” means the specific services and items included in your Plan, as listed in Schedule A.

“Designated Channel” means the email address or WhatsApp number we give you for submissions and approvals. If we have not given you one, it means a message to the Page.

“Incident” means a specific event, allegation or story about your business that is published or circulating publicly.

“Page” means the Bahama Drama Facebook Page.

“Plan” means the Reputation Shield Plan you purchase: Basic, Silver, Gold or Platinum.

“Purchase Date” means the date your payment for a Term is successfully completed.

“Response Window” means the time period for publishing an Approved Statement, as set out in Schedule A for your Plan.

“Services” means the Deliverables and any related services we provide under these Terms.

“Site” means lol242.com, including its homepage, sidebar, sponsors section, daily posts and email newsletter.

“Sponsored Story” means a sponsored good-news story or sponsored post about your business, labeled as sponsored.

“WhatsApp Channel” means the lol242 WhatsApp Channel.

3. The Plans and Services

3.1 What we provide. During the Term, we will provide the Deliverables for your Plan, as described in Schedule A, through the Company Channels listed for your Plan.

3.2 Use it or lose it. Deliverables are available only during the Term in which you purchase them. Deliverables that go unused because of your delay, inaction or choice expire at the end of the Term. They do not roll over, and no refund or credit is given for them.

3.3 Our presentation choices. Acting in good faith, we decide the format, layout, design, headline, placement, timing within Schedule A, and presentation of all content on the Company Channels.

3.4 Upgrades and downgrades. You may upgrade during a Term by paying the current price of the higher Plan. The higher Plan starts a new 12-month Term on the date of the upgrade payment unless we agree otherwise in writing. A credit for amounts you have already paid applies only if we offer it in writing, at our sole discretion. Downgrades take effect only at your next renewal.

3.5 Changes to the Services. We may update or improve the Services. We will not materially reduce your Plan’s Deliverables during your current Term, except as Section 23 permits.

3.6 No professional advice. We are a media publisher. We are not your lawyer, spokesperson, agent, insurer or fiduciary, and nothing we provide is legal, financial or other professional advice. Get your own legal advice before publishing any statement about a legal matter, investigation, accident, injury, employment matter or dispute.

4. Official Statements and Response Windows

4.1 Publishing your statement. When an Incident occurs, we will use commercially reasonable efforts to publish your Approved Statement on the Company Channels listed for your Plan, within your Plan’s Response Window.

4.2 When the clock starts. The Response Window starts only when we receive the Approved Statement. It does not start when a story breaks, when a story is published, when a story comes to anyone’s attention, or when you send a draft.

4.3 Outside Business Hours. An Approved Statement received outside Business Hours is treated as received at the start of the next Business Hours. For Basic, Silver and Gold Plans, Business Hours apply only on Business Days. For the Platinum Plan, Business Hours apply on every day of the week.

4.4 Changes and refusals. We may require changes to a statement so that it meets Section 9, or decline to publish it. If changes are needed, or if you change a statement after approval, a new Response Window starts when we receive the revised Approved Statement.

4.5 How statements appear. Statements are published as your statement and identified as coming from you, for example as an “Official statement from [Client].” We may add a short note identifying the source and date, and we may place or link the statement near related coverage. We publish the statement as you approved it, subject only to formatting.

4.6 When Response Windows do not apply. Response Windows do not apply to any delay caused by Section 23 events, by your failure to meet Section 7, or by legal review we reasonably need.

4.7 Reasonable use. Statements are for responding to Incidents. We may decline a statement that is routine marketing rather than a response to an Incident, and offer to run it as a Sponsored Story instead.

5. Editorial Independence

5.1 Sponsorship never buys coverage. Your Plan does not buy, and we will never accept payment for, any of the following:

favorable news coverage;

leaving out, delaying, softening or removing any news story;

silence about any matter; or

any influence over our editorial decisions.

5.2 We report the news. During and after the Term, we may report, comment on and publish news, opinion and stories about you, your business, owners, staff, products, competitors or industry, including unfavorable matters, using our own editorial judgment. Being a Client gives you no right to review, approve, edit, delay or block that coverage.

5.3 Corrections and replies are free. Corrections of factual errors, and a fair opportunity to respond, are available to everyone free of charge under our editorial practices, whether or not they are a Client. Your Plan pays for speed, reach, placement and help. It does not pay for the right of reply itself.

5.4 No takedowns. At your request, or as a Plan benefit, we do not remove, hide, delete, suppress, demote or report posts, comments, reviews, messages or other content created by third parties, whether on the Company Channels or anywhere else. We do not contact third parties to have their content removed. You agree not to ask us to do any of these things.

5.5 Our own moderation. We may moderate the Company Channels under our own policies, for example by removing spam, threats or unlawful content. We apply those policies without regard to whether anyone is a Client. Moderation is not a Plan benefit, and you cannot require it.

5.6 No reliance. You confirm that no one acting for the Company has told you, or suggested, that buying a Plan will affect our news coverage or remove any content. You also confirm that you are not relying on any such statement.

6. Labeling of Sponsored Content

6.1 We label paid content. We label Sponsored Stories, Business Profiles, sponsor messages, banners and other paid placements as sponsored, for example with “Sponsored,” “Sponsored by” or “Brought to you by.” On the Page, we may also use Meta’s paid partnership or branded content tools.

6.2 Labels stay on. You will not ask us to remove or hide those labels. When you share our content on your own channels, you will not remove or obscure the labels, and you will follow any disclosure laws and platform rules that apply to you.

6.3 Platform disclosure tools. You will cooperate with any platform disclosure process, such as approving a branded content tag. If you do not, we may publish the content with a written sponsored label instead of the platform tag, or on fewer Company Channels.

6.4 Transparency. We may disclose that you are a sponsor wherever we believe it is appropriate for transparency.

7. Your Responsibilities and Approvals

7.1 Onboarding. Within 10 days after the Purchase Date, you will give us:

the names and contact details of your Authorized Approvers;

the WhatsApp number to receive alerts;

the business names and social media handles to monitor;

your logos and artwork, in the formats we specify;

materials for your first Sponsored Story; and

for Platinum, the information we need to prepare your crisis kit.

Your Term starts on the Purchase Date even if your onboarding is delayed.

7.2 Your approval, your responsibility. You are solely responsible for reviewing and approving all Client Content, including any statement we draft or edit with you. Approval by email, WhatsApp, text message or Page message from an Authorized Approver counts as written approval. Once you approve content, it is Client Content.

7.3 Nothing goes out without your approval. We will never publish a statement on your behalf without approval from an Authorized Approver. For Platinum crisis kit statements, an Authorized Approver must give a “go” instruction each time a statement is to be used.

7.4 Sponsored Stories and Business Profiles. You will provide materials at least 5 Business Days before a scheduled publication date, and review drafts within 5 Business Days after we send them. If you do not respond within 10 Business Days after we request materials or send a draft, we will send you one reminder. If you still do not respond within 5 Business Days after that reminder, that Deliverable is treated as used.

7.5 Reliance on your instructions. We may rely on any instruction that appears to come from an Authorized Approver, or from an email address or phone number you have given us. You will tell us promptly if your Authorized Approvers or contact details change.

7.6 Respectful conduct. You and your representatives will treat our staff and contractors with courtesy. You will not threaten, harass or abuse them.

7.7 Your own affairs. You remain responsible for your own social media accounts, website and customer relations, and for your dealings with regulators, insurers, lawyers, employees and the public.

8. Your Content Promises (Warranties)

Each time you provide or approve Client Content, you represent and warrant that:

(a) you own or hold every right, license and permission needed for us to publish it as these Terms contemplate, including permissions from people shown in photos and from owners of any images, music or trademarks;

(b) it is true, accurate and not misleading, and any factual claims in it, including claims about third parties, are supported;

(c) it does not defame, harass or threaten anyone, invade anyone’s privacy, unlawfully disclose personal information, or reveal confidential information you have no right to share;

(d) it does not infringe any intellectual property or other right;

(e) it complies with all applicable laws, regulations and platform rules, including those covering advertising, consumer protection, health, alcohol, gaming, financial services and privacy;

(f) it does not interfere with any legal proceeding, investigation or court order; and

(g) it contains no malware or harmful code.

We are not required to verify Client Content, and we may rely on these warranties.

9. Content Standards and Suspension

9.1 Content standards. We may refuse to publish, delay, or remove from the Company Channels any Client Content that we reasonably believe:

breaches Section 8, any law, any platform rule, or our Editorial Standards;

is abusive, hateful, graphic or sexually explicit;

harasses or targets a private individual;

could expose us to legal liability; or

would mislead readers.

With your approval, we may instead edit the content so that it complies.

9.2 Suspension. We may suspend all or part of the Services immediately, without refund, if:

(a) you submit, or ask us to publish, content that is abusive, threatening or unlawful;

(b) you or your representatives threaten, harass or abuse our staff or contractors;

(d) we reasonably believe your use of the Services involves fraud or illegal activity;

(e) a law, court, regulator or platform requires suspension; or

(f) you try to use the Services to influence our news coverage, or to obtain removal of third-party content.

9.3 After suspension. Where reasonable, we will tell you why we suspended the Services and what is needed to fix the problem. We may lift a suspension once the problem is fixed, at our discretion. Time spent in suspension counts against your Term.

10. Fees and Payment

10.1 Prices. For each 12-month Term, the Plan prices in U.S. dollars are:

Reputation Shield Basic: $2,500 (listed on our Advertise page as “Reputation Shield Sponsor”)

Reputation Shield Silver: $4,500

Reputation Shield Gold: $7,500

Reputation Shield Platinum: $12,000

10.2 Payment upfront. You must pay the full fee upfront, through our Stripe “Pay Now” checkout, before any Services begin. Stripe processes the payment. We do not store your full card details, and Stripe’s own terms govern payment processing.

10.3 Fees are earned when paid. All fees are fully earned when paid. You acknowledge that the fees pay for our reservation of capacity, priority availability and placement inventory for the whole Term, and for Platinum, category exclusivity. This is true however many Deliverables you use.

10.4 Taxes and charges. Fees do not include taxes, duties, withholdings, or bank or currency conversion charges. You are responsible for all of them, except taxes on our net income. If any withholding is required, you will increase your payment so that we receive the full fee.

10.5 Other payment schedules. Any payment schedule other than full payment upfront applies only if we agree to it in a separate writing. Section 11 applies to any such schedule.

10.6 Future price changes. We may change prices for future Terms. A new price applies to your renewal only if we give you at least 30 days’ notice.

11. ALL SALES FINAL — NO REFUNDS

11.1 ALL SALES ARE FINAL. ALL FEES ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON. This includes cancellation, termination by either party, suspension, non-use or partial use, unused or expired Deliverables, dissatisfaction with results, news coverage you dislike, changes in or closure or sale of your business, Section 23 events, and platform changes.

11.2 No credits. We do not give refunds, partial refunds, pro-rated amounts or credits. The only exception is a credit we expressly offer in writing, at our sole discretion.

11.3 Sole remedy. Your sole remedy for any shortfall in the Services is the make-good in Section 15.

11.4 This Section applies to the maximum extent permitted by law.

12. No Chargebacks

12.1 Contact us first. You agree to contact us first about any payment issue. You agree not to start a chargeback, payment dispute or reversal with your bank, card issuer or Stripe for any authorized payment under these Terms.

12.2 A chargeback is a breach. An unjustified chargeback or payment dispute is a material breach of these Terms. If you start one:

(a) all fees for the Term remain owed and are immediately due;

(b) you will reimburse our chargeback fees, dispute fees, bank and processing fees, collection costs and reasonable attorneys’ fees;

(d) we may give the payment processor or card issuer these Terms, records of your acceptance, our communications with you, and evidence of the Services delivered.

12.3 Unauthorized charges. Nothing in this Section stops you from disputing a charge you did not authorize, or from exercising any right that the law does not allow you to waive. A payment made with your payment method by a person acting with your permission, or with apparent authority to act for your business, counts as authorized.

12.4 Card issuer decisions. If a card issuer or processor decides a dispute in your favor, you still owe the fees under these Terms unless an arbitrator decides otherwise under Section 24.

13. Term, Renewal and Cancellation

13.1 Term. Your Plan runs for 12 months starting on the Purchase Date (the “Initial Term”). Each renewal also runs for 12 months (a “Renewal Term”). Together, these are the “Term.”

13.2 Renewal.

(a) Automatic renewal. If you enrolled in automatic renewal through a recurring Stripe payment, your Plan renews automatically for successive Renewal Terms at the then-current price unless you cancel before the renewal date. You authorize us, through Stripe, to charge your payment method at each renewal. We will send a renewal reminder to your notice email at least 15 days before each renewal date.

(b) One-time payment. If you paid with a one-time payment, your Plan does not renew automatically. It renews only when you pay for a new Term.

13.3 You may cancel at any time. You may cancel at any time by notice through a Designated Channel. When you cancel, you choose one of the following:

(a) End-of-Term cancellation. Your Plan continues until the end of the current Term, then ends without renewal.

(b) Immediate cancellation. The Services stop on the date we receive your notice, or on a later date you specify, and you give up all remaining Deliverables.

If you do not choose, option (a) applies.

13.4 Cancellation does not refund. Cancellation only stops renewal and future Services. It does not entitle you to any refund, credit or pro-rated amount of fees already paid.

13.5 Cancel before renewal. To stop a renewal charge, we must receive your cancellation before the renewal date. A renewal charge processed before we receive your cancellation is final under Section 11.

14. Termination by the Company

14.1 Immediate termination. We may terminate your Plan immediately by notice if:

(a) any payment fails, is reversed or is charged back;

(b) you breach Section 5.4, 8, 9, 12 or 21;

(c) you or your representatives threaten, harass or abuse our staff or contractors, or try to use the Services to influence our news coverage;

(d) you become insolvent or stop doing business;

(e) you, or any owner or manager of your business, engage in conduct that, in our reasonable judgment, makes continued association with you unlawful or likely to seriously harm the credibility of the Company Channels; or

(f) a law, court, regulator or platform requires termination.

14.2 Other breaches. For any other material breach, we may terminate if you do not cure the breach within 10 days after we give you notice.

14.3 No refund on termination. If we terminate under this Section, no refund is due, and all unpaid amounts become immediately due.

14.4 What happens when a Plan ends. When a Plan expires or is terminated, the Services stop. We will remove your logo from active sponsor placements (the sidebar, homepage banner and sponsors section) within a reasonable time. Content already published stays in our archives under Section 20.3.

15. Make-Good Remedy

15.1 How a make-good works. If we fail to deliver a Deliverable as these Terms require, you must notify us within 30 days after the failure. This Section does not apply to failures caused by you, by Section 9, or by Section 23. Our sole obligation, and your exclusive remedy, is that we will do one of the following, at our choice and at no additional charge:

(a) deliver the missed Deliverable late;

(b) provide a reasonably equivalent Deliverable; or

15.2 No money. A make-good never involves a payment, refund or credit of money.

16. No Guarantee of Results

16.1 We make no promise about results. We do not guarantee, and make no promise about, any result. This includes:

reach, views, impressions, shares, engagement, followers or traffic;

the tone or sentiment of comments;

how customers, the public, other media, regulators or courts react;

whether a story spreads, stops or is forgotten;

whether any third-party content is ever removed;

search rankings;

your sales, bookings or revenue; and

your reputation.

16.2 Reports. Figures in our reports come from platform analytics and our own review. They may be incomplete or estimated, and platforms may change how they measure them.

16.3 Limits of monitoring. Monitoring is a reasonable, periodic review of the Page and the WhatsApp Channel only. It is not continuous or complete, and we may not detect every mention. We do not monitor private messages, other pages, groups, websites or platforms.

17. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND THE COMPANY CHANNELS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ACCURACY, AND ANY WARRANTY THAT THE SERVICES OR ANY COMPANY CHANNEL WILL BE UNINTERRUPTED, ERROR-FREE OR AVAILABLE ON ANY THIRD-PARTY PLATFORM. NO ADVICE OR STATEMENT, ORAL OR WRITTEN, CREATES ANY WARRANTY THAT IS NOT IN THESE TERMS.

18. Limitation of Liability

18.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. NEITHER PARTY IS LIABLE FOR LOST PROFITS, REVENUE, SALES, BOOKINGS, BUSINESS OPPORTUNITIES, GOODWILL OR DATA, OR FOR HARM TO REPUTATION. THESE EXCLUSIONS APPLY EVEN IF A PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

18.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO THE COMPANY UNDER THESE TERMS DURING THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY.

18.3 Exceptions. Sections 18.1 and 18.2 do not limit:

your obligation to pay fees;

amounts you owe under Section 12;

your obligations under Section 19.1;

your liability for breach of Section 8, 20 or 21; or

any liability that cannot be limited under applicable law.

18.4 Company Parties. These limits also protect the Company’s members, managers, employees, contractors, agents and successors (the “Company Parties”). You agree not to bring any claim against a Company Party personally. The Company Parties are intended third-party beneficiaries of Sections 18 and 19.

18.5 Basis of the bargain. The prices of the Plans reflect the allocation of risk in this Section, which is an essential part of the bargain between the parties.

19. Indemnification

19.1 By you. You will defend, indemnify and hold harmless the Company Parties from and against all claims, demands, lawsuits, investigations, losses, damages, fines, penalties, judgments, settlements, costs and expenses, including reasonable attorneys’ fees, that arise from or relate to:

(a) any Client Content, including any Approved Statement, even if we helped draft or edit it;

(b) your breach of these Terms or of your warranties;

(d) your violation of any law or third-party right;

(e) any dispute between you and a third party, including any person named or referred to in your statements; or

(f) any chargeback or payment dispute you start.

19.2 By us. We will defend and indemnify you against a third-party claim that material created solely by the Company for your Deliverables infringes that third party’s copyright or trademark. This does not cover Client Content or content based on information you supplied. This obligation is subject to Section 18.

19.3 How claims are handled. The party seeking indemnity must give prompt written notice of the claim; a delay excuses the indemnifying party only to the extent the delay prejudices it. The indemnifying party controls the defense, using counsel reasonably acceptable to the other party, who may take part at its own cost. No settlement may admit fault by, or impose obligations on, the indemnified party without its consent, which may not be unreasonably withheld. Both parties will cooperate reasonably.

20. Intellectual Property and Licenses

20.1 You keep your rights. You keep ownership of your Client Content and your trademarks.

20.2 License to perform the Services. During the Term, you grant us a non-exclusive, worldwide, royalty-free license to use your Client Content, including your names, logos and trademarks. This license covers reproducing, publishing, displaying, distributing, formatting, resizing, cropping and adapting it, for the purposes of performing the Services and identifying you as a sponsor. We may sublicense these rights to our hosting providers and platforms only as needed to host and distribute the content.

20.3 Archive license. For Client Content published during the Term, you grant us a perpetual, irrevocable, royalty-free license to keep it published and archived on the Company Channels in the form published, and to refer to it in later coverage. We are not required to remove published content after the Term ends, except for the sponsor placements described in Section 14.4, or where the law requires removal.

20.4 What we own. We own the Company Channels and their design, our news content, templates, formats, reports and drafts, all content we create other than Client Content, and all related intellectual property. Once approved, the final text of an Approved Statement is Client Content that you may use freely.

20.5 Sharing our stories. For Sponsored Stories and Business Profiles we write about you, we grant you a non-exclusive, royalty-free license to share them, or link to them, on your own website and social media. You must share them unaltered, with all labels intact.

20.6 Reports. Reputation reports are for your internal business use only.

20.7 Feedback. If you give us suggestions or feedback, we may use them freely, without any obligation to you.

21. Confidentiality

21.1 What is confidential. “Confidential Information” means non-public information one party discloses to the other that is marked confidential or that reasonably should be understood to be confidential. It includes your unpublished drafts, crisis kit scenarios, internal facts shared to prepare statements, your reputation reports, and any non-public pricing or business information.

21.2 Duty of care. Each party will use the other’s Confidential Information only to perform or receive the Services, and will protect it with reasonable care. Each party may disclose it only to its personnel and advisers who need to know it and are bound by confidentiality obligations.

21.3 Exclusions. Confidential Information does not include information that:

is or becomes public through no fault of the receiving party;

the receiving party already knew;

the receiving party develops independently; or

the receiving party receives from a third party with no confidentiality duty.

Either party may disclose Confidential Information when required by law, subpoena or court order, with notice to the other party where lawful.

21.4 Editorial carve-out. Nothing in this Section restricts our right to report on any matter using information we obtain independently of you, from public sources or from third parties, even if that information overlaps with your Confidential Information. We will not publish, as news, Confidential Information you gave us under your Plan without your consent, unless that information has become public or we obtained it independently.

21.5 Sponsorship is not confidential. Your sponsorship and your Plan level are not confidential.

21.6 Duration. These obligations last during the Term and for 3 years after it ends.

22. Personal Information

Each party will comply with applicable data protection laws, including those of The Bahamas. We use the contact details you provide to deliver the Services and to send notices, alerts and renewal reminders. Stripe processes payment information under its own terms and privacy policy. You will give us personal information about other people, such as staff shown in photos, only where you have a lawful basis or their consent.

23. Force Majeure and Platform Changes

23.1 Events beyond control. Neither party is liable for any delay or failure caused by events beyond its reasonable control, except for payment obligations. These events include:

hurricanes, tropical storms, floods, fires, earthquakes and other natural disasters;

power, internet, telecommunications or hosting outages;

failures of island infrastructure;

epidemics;

war, terrorism or civil unrest;

government action, laws or orders;

labor disputes;

cyberattacks; and

failures of third-party services.

23.2 Platform events. Without limiting Section 23.1, we are not responsible for any of the following by Meta Platforms, Inc. (including Facebook and WhatsApp), Stripe, our web host, our email provider or any other third-party platform or service, and our obligations adjust to them:

outages or errors;

restrictions, suspensions or removals of accounts or content;

changes to algorithms, reach or distribution;

changes to or removal of features, including comment pinning, branded content tools and WhatsApp Channel features; and

changes in policy or enforcement.

23.3 What happens during these events. For the duration of any event under this Section, deadlines and Response Windows are suspended. We may deliver through the remaining or replacement Company Channels, substitute reasonably equivalent Deliverables, or reschedule. If a Company Channel becomes permanently unavailable, delivery through the remaining or replacement Company Channels is full performance. No refunds are due under Section 11, although we may extend your Term at our discretion.

24. Binding Arbitration and Class Action Waiver

24.1 Informal resolution first. Before starting arbitration, a party with a dispute must send the other party written notice describing the dispute and the relief requested. The parties will then try in good faith to resolve the dispute for 30 days.

24.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms, the Services, any Plan, or the relationship between the parties (a “Dispute”) will be resolved exclusively by final and binding arbitration. This includes Disputes about the formation, validity, enforceability, scope or arbitrability of these Terms, except as provided in Section 24.6. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. If the AAA determines that the Dispute is international and its rules so require, the arbitration will instead be administered by the International Centre for Dispute Resolution under its International Arbitration Rules.

24.3 Arbitration procedure.

(a) There will be one arbitrator.

(b) The seat of arbitration is Wilmington, Delaware.

(d) The proceedings will be in English.

(e) The arbitrator will apply Delaware law and these Terms, including Sections 11, 12 and 18, and may award relief only on an individual basis.

(f) The arbitrator will issue a written, reasoned award.

(g) Judgment on the award may be entered in any court of competent jurisdiction.

(h) The Federal Arbitration Act governs this Section.

24.4 Fees and costs. Each party will pay arbitration fees as the AAA rules provide. The arbitrator will award the prevailing party its reasonable attorneys’ fees and costs. In any claim involving Section 12, the award will include our collection costs.

24.5 Exceptions. Despite Section 24.2:

(a) either party may seek temporary or preliminary injunctive relief in court to protect intellectual property or Confidential Information while an arbitration is pending;

(b) either party may bring an individual claim in a small claims court that has jurisdiction; and

(c) we may bring an action in any court of competent jurisdiction to collect unpaid fees or amounts owed under Section 12.

24.6 CLASS ACTION WAIVER. EACH PARTY MAY BRING DISPUTES ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE CLIENT, AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. A court, not an arbitrator, decides whether this waiver is enforceable. If a court finds this waiver unenforceable as to any claim, that claim alone will be severed and heard in the courts described in Section 24.8, and stayed until the individual claims have been arbitrated.

24.7 JURY TRIAL WAIVER. IF ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

24.8 Courts. Any court proceeding that these Terms permit will be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to those courts’ personal jurisdiction. This Section does not apply to small claims under Section 24.5(b), collection actions under Section 24.5(c), or actions to enforce an arbitration award, which may be brought in any court of competent jurisdiction.

24.9 Time limit. To the extent permitted by law, any Dispute must be started within one year after the claim arises, or it is permanently barred. This time limit does not apply to claims for unpaid fees or amounts owed under Section 12.

24.10 Confidential arbitration. The existence, content and result of any arbitration are confidential, except as needed to enforce an award or as required by law.

25. Governing Law

These Terms, and all Disputes, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs Section 24. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. Notices

26.1 Notices to you. We may send you notices by email to the address you used at checkout or later gave us, by WhatsApp to the number on file, or by Page message. A notice is effective when sent, unless we receive a delivery failure message.

26.2 Operational notices to us. Submissions, approvals and cancellations must be sent through a Designated Channel.

26.3 Legal notices to us. Legal notices, including notices of breach, notices under Section 24.1 and arbitration demands, must be sent in both of these ways:

by email to the address listed on the lol242.com Advertise or Contact page; and

by courier or certified mail to PayDat, LLC, care of its registered agent in the State of Delaware.

A legal notice is effective when received.

26.4 Keep your details current. You are responsible for keeping your contact information current.

27. Electronic Signatures and Records

27.1 Electronic signatures. Each of the following is your electronic signature and has the same effect as a handwritten signature: clicking “Pay Now,” checking an acceptance box, completing payment, or approving content by email or WhatsApp. This applies under the U.S. Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, and similar laws, including those of The Bahamas.

27.2 Records as evidence. Payment records, checkout records and communications kept by us or by Stripe are admissible evidence of your acceptance of these Terms and of their content.

27.3 Electronic delivery. You consent to receive these Terms, notices and receipts electronically. You may save or print these Terms at any time.

28. Assignment and Subcontracting

28.1 By you. You may not assign or transfer these Terms or your Plan without our prior written consent, including by merger, change of control or sale of your business. Any attempt to do so without consent is void.

28.2 By us. We may assign these Terms, in whole or in part, without your consent: to an affiliate, or to a successor in a merger, acquisition, reorganization, or sale of all or part of our business or the Company Channels.

28.3 Subcontracting. We may use employees, contractors and service providers to deliver the Services. We remain responsible for their performance under these Terms.

28.4 Successors. These Terms bind and benefit the parties and their permitted successors and assigns.

29. Changes to These Terms

29.1 Updated versions. We may update these Terms by posting a new version with a new effective date. Updated Terms apply to new purchases, and to your next Renewal Term after we notify you.

29.2 During your current Term. A change applies during your current Term only if:

you agree to it in writing, including by email or WhatsApp;

it is required by law or by platform changes; or

it does not materially reduce your Deliverables or materially increase your obligations.

29.3 No oral changes. Otherwise, no amendment or waiver is effective unless it is in a writing signed, including electronically, by both parties. No salesperson or representative may change these Terms orally.

30. General Terms

30.1 Entire agreement. These Terms, including Schedule A and the Plan description shown at checkout, are the entire agreement between the parties about Reputation Shield Plans. They replace all earlier proposals, sales materials, conversations and understandings on that subject. If there is any conflict, these Terms (including Schedule A) control over any description on our Advertise page or in sales materials.

30.2 Severability. If any provision is found unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of these Terms stays in effect. Section 24.6 governs any finding about the class action waiver.

30.3 No waiver. A failure or delay in enforcing any provision is not a waiver of it.

30.4 Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship, and neither party may bind the other. We do not speak for you, except by publishing Approved Statements identified as yours.

30.5 Third-party beneficiaries. There are no third-party beneficiaries, except the Company Parties under Sections 18 and 19.

30.6 Survival. Sections 2, 5, 8, 11, 12, 14.3, 14.4 and 16 through 30, and all payment obligations, survive expiration or termination.

30.7 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” “Days” means calendar days unless Business Days are stated. No provision will be interpreted against a party because that party drafted it. The English version of these Terms controls.

30.8 Cumulative remedies. Except where these Terms state an exclusive remedy, each party’s remedies are cumulative.

30.9 Third-party trademarks. Facebook, Meta and WhatsApp are trademarks of Meta Platforms, Inc. Stripe is a trademark of Stripe, Inc. The Company is not affiliated with, endorsed by or sponsored by Meta Platforms, Inc. or Stripe, Inc.

Schedule A — Plan Deliverables

All quantities are per 12-month Term. All Deliverables are subject to these Terms.

A.1 Reputation Shield Basic — $2,500

(Listed on the Advertise page as “Reputation Shield Sponsor.”)

(a) Official statements: for each Incident, publication of your Approved Statement on the Site, within a Response Window of 24 hours.

(b) Monitoring: reasonable, periodic review of the Page and the WhatsApp Channel for mentions of your business names, with guidance on how to respond.

(d) Sponsor listing: your logo in the Site’s sponsors section.

A.2 Reputation Shield Silver — $4,500

Everything in A.1, upgraded as follows, plus:

(a) Official statements: Response Window of 12 hours, published on the Site and the Page.

(b) Same-day alerts: a WhatsApp alert to your alert contact on the same day we detect a mention. If we detect it outside Business Hours, the alert is sent during the next Business Hours.

(d) Headline sponsor features:

your logo and link in the Site sidebar;

a listing in the sponsors section;

a “Brought to you by” mention in the daily Bahamas News Today post and its email, on each day they are published; and

placement in the Site’s homepage top banner, which may rotate among sponsors.

(e) Sponsored Stories: 14 in total (12 monthly sponsored posts plus the 2 in A.1), published on the Site and shared on the Page.

(f) Reports: 4 quarterly reputation reports, each delivered within 15 days after the quarter ends.

(g) Priority: over Basic Clients.

A.3 Reputation Shield Gold — $7,500

Everything in A.2, upgraded as follows, plus:

(a) Official statements: Response Window of 6 hours, published on the Site, the Page and the WhatsApp Channel.

(b) Pinned reply: where the platform permits, your official reply pinned as the top comment on any Page post that is primarily about you.

(c) Follow-up update: 1 per Incident, published after you give us an Approved Statement on how the Incident was resolved.

(d) Faster alerts: within 2 hours after we detect a mention, during Business Hours.

(e) Crisis statements: up to 3 drafted with you, in place of Silver’s 1.

(f) Business Profile: 1, on the Site, the Page and the WhatsApp Channel.

(g) Sponsored Stories: all 14 published on the Site, the Page and the WhatsApp Channel.

(h) Featured ad upgrades: a featured placement for each free ad you submit that meets our free-ad guidelines.

(i) Reports: 12 monthly reputation reports, in place of quarterly reports.

(j) Direct line and priority: a direct WhatsApp line to the Company for your Authorized Approvers, and priority over Silver and Basic Clients.

A.4 Reputation Shield Platinum — $12,000

Everything in A.3, upgraded as follows, plus:

(a) Official statements: Response Window of 3 hours, counted during Business Hours on every day of the week, published on the Site, the Page and the WhatsApp Channel at the same time.

(b) Crisis kit:

up to 5 pre-drafted holding statements for scenarios you identify, prepared within 30 days after you complete intake;

1 refresh, around the sixth month of the Term; and

each use requires a “go” instruction from an Authorized Approver, and that instruction makes the statement an Approved Statement.

(d) Alerts: as soon as reasonably practicable after we detect a mention.

(e) Sponsored Stories: 26 (two a month, plus the 2 in A.1), on the Site, the Page and the WhatsApp Channel.

(f) Business Profiles: 2.

(g) Caribbean Pop Da News sponsor: your business name and a labeled sponsor message in the daily Caribbean Pop Da News roundup, on each day it is published. This placement may be shared with other sponsors.

(h) Homepage banner: first position in the homepage top banner rotation.

(i) Quarterly review: 4 review meetings, in person or by video or phone, of up to 1 hour each, at mutually agreed times.

(j) Category exclusivity: as described in A.5.

(k) Priority: over all other Clients.

A.5 Category Exclusivity (Platinum only)

(a) What it covers. During your Platinum Term, we will not sell a Platinum Plan to another business in your Category. We will determine your Category reasonably and in good faith, by industry and, where relevant, location, and confirm it to you in writing at onboarding.

(b) What it does not cover. Exclusivity does not restrict:

other Plans or sponsor packages sold to businesses in your Category;

our news coverage of anyone;

third-party advertising served by ad networks or affiliate programs;

content created by users; or

agreements we made before your Purchase Date.

A.6 Priority Handling

When we receive requests from more than one Client at the same time, we handle them in this order: Platinum, Gold, Silver, Basic. Priority does not change any Response Window and creates no obligation to any other Client.

A.7 Reputation Reports

Reports summarize:

mentions of you we detected on the Page and the WhatsApp Channel;

the general tone of comments;

reach and engagement figures available to us from platform analytics; and

the actions we took for you.

A.8 Scheduling

We schedule Sponsored Stories reasonably evenly across the Term, subject to your providing materials and approvals under Section 7.

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