Overview. Under the terms of this Agreement, will provide, and Client will pay for, a digital marketing service, as further described on the Order Form and in Section 2 (the “Services”). Services are provided only for Client, and Client may not resell or provide the Services to or for the benefit of any third party.

Account Startup, Services and Fees.

• Client has chosen a “Program Package” that fits Client’s business goals. Program Packages are for a single geographic area and one website domain destination. The “Monthly Subscription” includes the features described in the selected Program Package. In addition, Client shall purchase “Digital Marketing Funds” each month in an amount within the range specified for the selected Program Package and these Digital Marketing Funds are allocated by in accordance with Client’s overall campaign strategy through proprietary service network. The initial monthly amount of Digital Marketing Funds is noted on the Order Form. The Client may adjust this amount in $100 increments within the range specified for the Program Package selected by Client at any time; provided, the change will be effective the first day of the following month. The Monthly Subscription and Digital Marketing Funds are billed monthly in advance; setup charges will be billed as noted on the Order Form.
• Services include Program Package set-up & management, ongoing monitoring, media selection and placement, allocation of Digital Marketing Funds, reporting, and support. will determine the optimal use of Digital Marketing Funds paid by Client in order to drive the best performance as measured by its systems. Client authorizes to use Client’s Name and logo. Is solely responsible for its third party digital marketing costs and Client bears no risk related to these third party costs.
• Will commence work on Client’s account following execution of this Agreement (“Program Activation”). Will begin provisioning features of the program package and conduct an industry-specific review of the Client’s business, brands, geographical markets, website and competitive positioning. After the review, will begin allocation of Digital Marketing Funds.
• All payments on Client’s account shall be made with the credit card on file with. In the event Client’s credit card information is changed, Client shall promptly notify with new payment information. In the event a credit card payment is declined for any reason, shall notify Client via e-mail to the address on file with and also by telephone, to bring the account current. If a payment remains outstanding after the due date may temporarily suspend advertising. Re-activation shall require the payment of all outstanding amounts.
• All payments under this Agreement are non-refundable and shall be made in United States dollars. Past-due payments will be subject to late payment charges of the lesser of: (a) one percent (1%) per month, or (b) the maximum rate allowed by law. After the initial term, the fees in this Agreement are subject to change by upon sixty (60) days written notice. Client is responsible for all applicable taxes incurred in connection with this Agreement, including but not limited to sales and use taxes.

Term. This Agreement shall commence on the date of Program Activation and continue for an initial term of 12 months. Following the initial term, this Agreement shall automatically renew for successive one-year terms unless either party provides written notice of its intent not to renew at least 30 days prior to the end of the then-current term. Except as otherwise noted, Sections 4 and 5 shall survive termination of this Agreement. As long as Client is current on all payments due hereunder, at any time after the 180 day period following Program Activation, Client may terminate the Agreement for any reason or no reason upon 30 days advance written notice; provided Client pays a termination fee equal to the Monthly Subscription fee.

Confidentiality and Proprietary Rights

• Each party agrees to maintain in confidence and use only as permitted in this Agreement all Confidential Information received from the other party. “Confidential Information” means all non-public business, technical, and financial information disclosed under this Agreement. The Confidential Information of includes its technology, knowledge, expertise and algorithms used in connection with the Services. shall have and retain exclusive ownership of all intellectual property rights in and to the Services and all associated technology, software, algorithms, methods, and techniques, including any intellectual property created in connection with the Services. Client shall not derive or attempt to derive the account configurations, source code, source files, or any component or structure of software provided by reverse engineering, disassembly, decompilation or other means and shall not provide access to the Service to any third party. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; or (iii) is obtained by the receiving party from a third party who was not under any confidentiality obligations. Upon termination, each party shall promptly return or destroy all property in its possession belonging to the other party and return or destroy all materials containing Confidential Information.
• In order to make continuous improvements, respond to market forces on behalf of Client, and provide data analysis services, notwithstanding anything to the contrary herein, shall have the right to use aggregated datasets, which may contain Client’s program data. Such data shall only be used as part of a larger collection of data and shall contain no Client attribution or identification. In addition, to the extent Digital Marketing Funds or advertising materials are made available to Client by a third-party (“Sponsoring Party”) and Client elects to utilize such funds or materials, Client agrees that shall have the right to provide information related to the Services provided to Client hereunder to the Sponsoring Party and in such a manner as may be used for the benefit of all participants participating in sponsored programs.

Additional Terms

• Each party represents and warrants that it has the full authority to enter into this Agreement and is not bound by any restrictions from fulfilling its obligations hereunder. Will provide the Services in a professional and workmanlike manner, using qualified personnel. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5(a)MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.
• In no event shall be liable for any consequential, incidental, special, exemplary or punitive damages under this Agreement, including but not limited to any lost profits. In addition, shall not be liable with respect to any claims, whether in contract, tort (including negligence) or otherwise, arising out of or related to this Agreement in an amount exceeding the fees paid by Client during the current term.
• Client understands that services rely upon the Internet, ISP providers, and third parties such as Google, Inc., Microsoft Corporation’s Bing, & others. Is not liable for Internet or service provider outages or other events beyond its reasonable control which may from time to time affect Client’s Services.
• Certain Program Packages include call tracking, monitoring and recording services. By entering into this Agreement, Client hereby consents to any and all call recording, tracking and monitoring provided (or its agents, employees or affiliates) hereunder. Client acknowledges that it is responsible for notifying and obtaining consent to any call recording, tracking or monitoring from all of its agents, employees, independent contractors or others who may be recorded or monitored in connection with the Services. Client agrees to provide and/or obtain all notices, consents and permissions related to call recording, tracking and monitoring as may be required by applicable laws or regulations.
• Client may direct to author content of advertising and is solely responsible for the content of all advertisements and marketing programs delivered in connection with this Agreement and agrees to comply with all applicable laws in connection with the use of such content. Client hereby grants a limited, nonexclusive license to use any such content solely in connection with the Services provided for Client hereunder.
• Client agrees to defend, indemnify and hold harmless and its officers, directors, employees, agents and affiliates against any third party claims or actions arising out of or in connection with any actions taken by at Client’s direction, including, without limitation, the use of any Client content, and any failure of Client to comply with legal requirements or the terms hereof.
• This Agreement is the entire agreement of the parties, and supersedes all prior agreements and communications, whether oral or in writing, between the parties. A failure or delay by either party to enforce any right under this Agreement shall not constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement. No amendment or modification of this Agreement shall be effective unless made in writing and signed by the parties. Client may not assign or transfer this Agreement or any of Client’s rights or obligations under this Agreement without the prior written consent of.
• This Agreement shall be governed by and construed under the laws of the Latvia without regard to any principles of conflicts of laws. The parties agree to the exclusive jurisdiction in the courts located in Wake County, North Carolina in connection with any dispute or claim arising out of or relating to this Agreement, or the breach hereof.