OTM (ON THE MAPS) Advertising Agency, Inc. (“OTM Advertising Agency”) provides a range of marketing products and services for small and medium-sized businesses (the “Marketing Services”). The Order Form (the “Order Form”) sets forth which Marketing Services are being purchased by the client who signed the Order Form (“you” or “Client”), the costs for such Marketing Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Marketing Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to OTM (ON THE MAPS) Advertising Agency and govern the relationship between you and OTM (ON THE MAPS) Advertising Agency. All Order Forms are subject to acceptance by OTM (ON THE MAPS) Advertising Agency, in its sole discretion. The Order Form, the Marketing Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understood this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.

 

Marketing Services. The Marketing Services include, but are not limited to, the following products:

 

Websites Desktop, Mobile, Ecommerce

 

Search Engine Optimization

 

Pay Per Click Marketing

 

Mobile Marketing

 

Social Media Marketing

 

Online Management Platform

 

Fees.

 

Identification of Fees. You agree to pay the amounts set forth in the Order Form in accordance with Section 3 or as may be further explained in the Product Terms (the “Fees”). The Fees are generally divided into product fees, service fees and set-up fees.  Product fees are the recurring fees that you will be charged for the specific product you have purchased as shown on the Order Form. Service fees are for the delivery of any premium services that OTM (ON THE MAPS) Advertising Agency may, from time to time, offer. Set-up fees are one-time fees for the set-up of campaigns or other services, including, but not limited to, publisher set-up, keyword generation, creative services, and website set-up. OTM (ON THE MAPS) Advertising Agency reserves the right to change any of the Fees at any time, provided that such changes will not take effect until a new Order Form has been executed and delivered to OTM (ON THE MAPS) Advertising Agency by you.

 

No Pass-Through Obligations. You are not entitled to any credits, discounts, rebates, refunds provided to OTM (ON THE MAPS) Advertising Agency by its third-party publisher partners (the “Publishers”).

 

Promotional Credits. If OTM (ON THE MAPS) Advertising Agency offers any special promotions that provide you with credits or other incentives in connection with purchasing Marketing Services (the “Promotional Credits”), and you cancel one or more of the Marketing Services prior to completion of the Initial Term (other than for cause, as set forth below), then in addition to any other cancellation penalties you may be subject to, you will be required to repay to OTM (ON THE MAPS) Advertising Agency the full amount of the Promotional Credit(s).

 

Payment Terms.

 

General. Once an Order Form has been accepted by OTM (ON THE MAPS) Advertising Agency, you will be responsible for payment in full of all Fees, except as may otherwise be provided in Section 4(c) hereof. The Fees shown are not inclusive of sales, use or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on an Order Form is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in U.S. dollars.

 

Manner of Payment. You shall pay for all amounts payable under this Agreement either by credit card (the “Client Card”), PayPal, or such other form of payment as OTM (ON THE MAPS) Advertising Agency may, in its sole discretion, permit.  You will be required to agree to the applicable payment authorization form(s), which also permit OTM (ON THE MAPS) Advertising Agency to recover any Promotional Credits (as set forth above) and collect any Cancellation Fees (as defined below) in the authorized manner. With OTM (ON THE MAPS) Advertising Agency’s prior approval, under certain circumstances you may pay by check.

 

Timing of Payment.  Fees, as identified on the Order Form, are due in advance of each Cycle as more fully described in the Product Terms. If there are Set-Up Fees (as set forth on the Order Form), such Fees shall be paid in advance together with all amounts owed for the first Cycle. OTM (ON THE MAPS) Advertising Agency shall have the right to charge the Client Card or debit from your account through ACH for Fees in accordance with these Marketing Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.

 

Term/Termination.

 

Term. The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until all Marketing Services under Order Forms have been completed or cancelled in accordance with the terms of this Agreement.

 

Cancellation. (i) Unless otherwise provided in the Product Terms, you may cancel any Marketing Service at any time and for any reason by sending an email with such request to [email protected] requested (“Cancellation Notice”), and unless you pay the Cancellation Fee (as described below), such cancellation will be effective as of the later of (a) completion of the initial number of Cycles set forth on the Order Form (the “Initial Term”) or (b) completion of one full Cycle after submission of the Cancellation Notice (for example if you give the Cancellation Notice while you are in the middle of  6th Cycle, the termination will be effective after completion (and payment) through and including the 7th Cycle). (ii) OTM (ON THE MAPS) Advertising Agency may terminate at any time for any reason on written notice to you (which may be provided by email).

 

Cancellation Fee. If you wish to cancel any Marketing Service immediately (without having to complete the Initial Term (as set forth on the Order Form) or the one Cycle notice period (as set forth above), unless otherwise provided in the Product Terms, you may do so, but you will have to pay a cancellation fee equal to 50% of any unpaid portion of such Marketing Service’s term (the “Cancellation Fee”). The following are two examples:

 

If you wish to cancel a Search campaign with an Initial Term of 4 Cycles at $1,500 per Cycle after only one Cycle, you will be obligated to pay $2,250 as the Cancellation Fee (which is 50% of the unpaid portion of the Initial Term).

 

If you wish to cancel a Display campaign with an Initial Term of 4 Cycles at $1,500 per Cycle after six Cycles, you will be obligated to pay $750 as the Cancellation Fee (which is 50% of the amount owing through the one Cycle notice period as set forth above.)

 

OTM (ON THE MAPS) Advertising Agency may, consistent with established payment practices, charge the Client Card for the Cancellation Fee or OTM (ON THE MAPS) Advertising Agency may invoice you for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation of an Order Form under this section shall take effect until the Cancellation Fee has been paid, meaning that OTM (ON THE MAPS) Advertising Agency may continue the campaign, and you shall continue to be obligated to pay for the campaign in accordance with the terms of this Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather is a reasonable amount of liquidated damages to compensate OTM (ON THE MAPS) Advertising Agency for your early cancellation of Marketing Services.

 

Cancellation Revocation. You may, on written notice to OTM (ON THE MAPS) Advertising Agency (email is acceptable) revoke such termination within 30 days after you have provided OTM (ON THE MAPS) Advertising Agency with the Cancellation Notice, in which case the Order Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed. If the Cancellation Fee has already been paid, it shall be applied to the amount owing on the Order Form.

 

Termination for Cause. Either you or OTM (ON THE MAPS) Advertising Agency may terminate the Agreement (which will terminate all current Order Forms) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. For the avoidance of doubt, OTM (ON THE MAPS) Advertising Agency makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.

 

Campaign Pauses. OTM (ON THE MAPS) Advertising Agency may pause a Media Product campaign at any time for operational reasons. You may also request a pause in a campaign, however, it will be in OTM (ON THE MAPS) Advertising Agency’s sole discretion to determine if a campaign pause is appropriate.   If you request to pause your campaign and the campaign is paused for more than 30 days, you will have to pay an additional Campaign Set-Up Fee to restart the campaign. OTM (ON THE MAPS) Advertising Agency may charge the Client Card or shall be permitted to cause payment to be made through ACH for the Cancellation Fee or OTM (ON THE MAPS) Advertising Agency may invoice you for such additional Set-Up Fee, which invoice must be paid within seven (7) business days after the invoice date.

 

No Refunds. You understand and agree that you will not be entitled to any refunds of amounts already paid to OTM (ON THE MAPS) Advertising Agency, unless you properly terminate under Section 4(c) or OTM (ON THE MAPS) Advertising Agency terminates under Section 4(b)(ii), in which case you shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment (as defined in the applicable Product Terms) or equivalent, which shall be your sole remedy.

 

Collection of Amounts Owed. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by OTM (ON THE MAPS) Advertising Agency in connection with its enforcement of its rights under the Agreement.

 

Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Marketing Services may continue to be available on the Internet following termination of Marketing Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to OTM (ON THE MAPS) Advertising Agency as of the effective date of termination.

 

OTM (ON THE MAPS) Advertising Agency Platform.

 

Your Data. As part of the campaign initiation process and from time to time during the campaign, you will provide certain information to OTM (ON THE MAPS) Advertising Agency, which OTM (ON THE MAPS) Advertising Agency may input into its proprietary platform (the “Platform”). Accordingly, you hereby permit OTM (ON THE MAPS) Advertising Agency to input your contact information, credit card or ACH information, and campaign information into the Platform. OTM (ON THE MAPS) Advertising Agency will only use such information in connection with the fulfillment of the Marketing Services, as otherwise permitted by the Agreement and as may be legally necessary. In addition, you agree that OTM (ON THE MAPS) Advertising Agency may, from time to time, use your data to send you emails regarding Platform updates, campaign updates, payment reminders, and marketing opportunities relating to OTM (ON THE MAPS) Advertising Agency and its commercial partners.

 

License to Access Created Accounts. Upon execution of the Order Form and for so long as an Order Form is in effect and your account is in good standing, you will be granted a revocable, non-transferable, non-sub licensable, non-exclusive, limited license to access marketing accounts created by OTM (ON THE MAPS) Advertising Agency. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to these marketing accounts to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact OTM (ON THE MAPS) Advertising Agency. OTM (ON THE MAPS) Advertising Agency is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in marketing accounts created by OTM (ON THE MAPS) Advertising Agency, the Platform, software, data, applications, methods of doing business or any elements thereof, or any content provided therein. You may only access marketing accounts via a Web browser, a mobile application or in a manner otherwise approved by OTM (ON THE MAPS) Advertising Agency. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective these marketing accounts provided by OTM (ON THE MAPS) Advertising Agency. OTM (ON THE MAPS) Advertising Agency may terminate the foregoing license, at any time and for any reason.

 

Privacy Considerations. You shall, at all times, post a privacy policy on your native web site (the “Existing Site”) and comply with such privacy policy. The privacy policy must comply with all applicable laws. You shall ensure that your privacy policy does not contain provisions that are inconsistent with the nature of the services being provided by OTM (ON THE MAPS) Advertising Agency. You understand and acknowledge that your failure to maintain a privacy policy that complies with the foregoing requirements may (a) result in your campaign not being run or being suspended and (b) expose you and OTM (ON THE MAPS) Advertising Agency to liability which you shall fully indemnify.

 

Intellectual Property Matters.

 

License to OTM (ON THE MAPS) Advertising Agency. You hereby grant to OTM (ON THE MAPS) Advertising Agency and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement  (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Marketing Service and (ii) the Existing Site, to the extent necessary for OTM (ON THE MAPS) Advertising Agency to perform the Marketing Services. Except as set forth in any Product Terms and this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors. You agree that OTM (ON THE MAPS) Advertising Agency may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on OTM (ON THE MAPS) Advertising Agency’s client list, and in its marketing materials, sales presentations and any online directories that OTM (ON THE MAPS) Advertising Agency may, from time to time, publish.

 

OTM (ON THE MAPS) Advertising Agency Creative Services. Except as may be otherwise provided in any of the Product Terms, if you request that OTM (ON THE MAPS) Advertising Agency provide any creative services, you will remain fully responsible for any content you provide to OTM (ON THE MAPS) Advertising Agency. With respect to any content created by OTM (ON THE MAPS) Advertising Agency, as between you and OTM (ON THE MAPS) Advertising Agency, OTM (ON THE MAPS) Advertising Agency shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.

 

Your Representations, Warranties and Covenants. You represent and warrant that you have all necessary rights and authority to enter into the relationship with OTM (ON THE MAPS) Advertising Agency contemplated by the Agreement. You represent, warrant and covenant that the Existing Site, any content linked to the Existing Site and any content or materials that you provide to OTM (ON THE MAPS) Advertising Agency, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

 

Indemnification.

 

You will indemnify, defend (with counsel reasonably acceptable to OTM (ON THE MAPS) Advertising Agency) and hold harmless OTM (ON THE MAPS) Advertising Agency, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by you of any representation, warranty, covenant or other obligation contained in these Marketing Services Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account; (iii) the sale, license, supply or provision of your goods or services; or (iv) any other act, omission or misrepresentation by you. OTM (ON THE MAPS) Advertising Agency reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If OTM (ON THE MAPS) Advertising Agency does assume the defense of such a matter, you will reasonably cooperate with OTM (ON THE MAPS) Advertising Agency in such defense. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without OTM (ON THE MAPS) Advertising Agency’s prior written consent.

 

OTM (ON THE MAPS) Advertising Agency will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any OTM (ON THE MAPS) Advertising Agency technology used in connection with its provision of the Marketing Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to OTM (ON THE MAPS) Advertising Agency promptly of such claims and that you provide such assistances as may be reasonably required in the defense of such matters.

 

Agency. In the event you are purchasing advertising on behalf of another company, you represent and warrant that you have been authorized by each such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Marketing Services Terms. You and each such company shall be jointly and severally liable for fulfillment of obligations under this Agreement, including all payment obligations.

 

Confidentiality. Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without OTM (ON THE MAPS) Advertising Agency’s prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding OTM (ON THE MAPS) Advertising Agency. “Confidential Information” means information about OTM (ON THE MAPS) Advertising Agency’s (or its suppliers’) business, products, technologies, strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by OTM (ON THE MAPS) Advertising Agency. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.

 

DISCLAIMER OF WARRANTIES. OTM (ON THE MAPS) Advertising AGENCY PROVIDES ALL MARKETING SERVICES PERFORMED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE MARKETING SERVICES ARE INTERRUPTED OR DELAYED, OTM (ON THE MAPS) Advertising AGENCY’S SOLE OBLIGATION WILL BE TO RESTORE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTM (ON THE MAPS) Advertising AGENCY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. OTM (ON THE MAPS) Advertising AGENCY WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY (OTHER THAN BY THE PLATFORM) OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR — USE OF ANY OF THE MARKETING SERVICES; (iv) UNAUTHORIZED ACCESS TO OR — USE OF OTM (ON THE MAPS) Advertising AGENCY’S SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE MARKETING SERVICES; (vi) BUGS, VIR– USES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE MARKETING SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE — USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE MARKETING SERVICES; OR (viii) MATTERS BEYOND OTM (ON THE MAPS) Advertising AGENCY’S REASONABLE CONTROL. OTM (ON THE MAPS) Advertising AGENCY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OTM (ON THE MAPS) Advertising AGENCY OR THROUGH THE MARKETING SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE MARKETING SERVICES TERMS.

 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OTM (ON THE MAPS) Advertising AGENCY MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY CAMPAIGN OR ANY PRODUCT OR SERVICE

 

LIMITATIONS OF LIABILITY.

 

NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF — USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO YOUR CONFIDENTIALITY OBLIGATIONS AND (III) OR EITHER PARTY’S WILLFUL MISCONDUCT.

 

LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL OTM (ON THE MAPS) Advertising AGENCY’S CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY OTM (ON THE MAPS) Advertising AGENCY FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, OTM (ON THE MAPS) Advertising AGENCY SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO PROVIDE “MAKE-GOOD” MARKETING SERVICES, PROVIDED SUCH “MAKE-GOOD” MARKETING SERVICES ARE PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.

 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent OTM (ON THE MAPS) Advertising Agency may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of OTM (ON THE MAPS) Advertising Agency’s liability will be the minimum permitted under such law.

 

Acknowledgement. Each party acknowledges that the other party has entered into the Order Form in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

 

Third Party Beneficiaries. You understand and acknowledge that the Publishers are intended third-party beneficiaries of Sections 7, 8, 9 and 13.

 

Informal Dispute Resolution. It is OTM (ON THE MAPS) Advertising Agency’s goal that the Marketing Services meet your expectations. However, there may be instances when you feel that OTM (ON THE MAPS) Advertising Agency may not be fulfilling its obligations. In those instances, OTM (ON THE MAPS) Advertising Agency is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with OTM (ON THE MAPS) Advertising Agency, you acknowledge and agree that you will first give OTM (ON THE MAPS) Advertising Agency an opportunity to resolve your problem or dispute. This includes you first outlining your problem or dispute within 30 days of the Marketing Services being performed on feedback to [email protected]. You then agree to negotiate with OTM (ON THE MAPS) Advertising Agency in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within 60 days after OTM (ON THE MAPS) Advertising Agency’s receipt of your written description of it, you retain all rights to pursue your claims.

 

Miscellaneous.

 

Governing Law/Venue. The Agreement will be governed and construed in accordance with the laws of the State of Nevada without giving effect to conflict of laws principles. You agree to submit to jurisdiction in Nevada and further agree that any cause of action arising under this Agreement must be brought exclusively in a court in Clark County, Nevada.

 

Timing of Claims. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.

 

Entire Agreement. The Agreement (which includes the Order Form, all applicable Product Terms and any payment authorization forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties. With respect to changes to IOs then in effect, such writing may include email, provided that such changes are limited to a change in the term of the Order Form or the amounts being paid under the Order Form.

 

Notices. Any written notices to OTM (ON THE MAPS) Advertising Agency required under the Agreement shall be provided by registered mail with proof of delivery to OTM (ON THE MAPS) Advertising Agency’s then current corporate headquarters address (as shown on https://onthemaps.com), Attn: General Counsel and by email to [email protected]. Notices shall be deemed delivered 72 hours after posted in the mail.

 

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

 

Assignment. You may not assign any Order Form or the Agreement without the prior written consent of OTM (ON THE MAPS) Advertising Agency. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

 

Independent Contractors. The parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Agreement.

 

Subcontracting. OTM (ON THE MAPS) Advertising Agency may, without your consent, subcontract to any party the management for OTM (ON THE MAPS) Advertising Agency, Inc. (“OTM (ON THE MAPS) Advertising Agency”) provides a range of marketing products and services for small and medium-sized businesses (the “Marketing Services”). The Order Form (the “Order Form”) sets forth which Marketing Services are being purchased by the client who signed the Order Form (“you” or “Client”), the costs for such Marketing Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Marketing Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to OTM (ON THE MAPS) Advertising Agency and govern the relationship between you and OTM (ON THE MAPS) Advertising Agency. All Order Forms are subject to acceptance by OTM (ON THE MAPS) Advertising Agency, in its sole discretion. The Order Form, the Marketing Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

 

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.