Terms and Conditions
1. TERM AND TERMINATION
This Agreement is entered into as of the date of the last signature. This Agreement will terminate on the End Date specified on the Agreement. Upon termination, agreement will automatically continue on a month to month basis and will continue until Organization notifies AdHub Marketing at least 45 days in advance of its intention to terminate. After termination of this agreement AdHub Marketing shall not have any liability or obligation to Organization with respect to this Agreement.
2. ADVERTISING CONTENT
Organization shall, at its own expense, provide the advertising content to be used in connection with the mobile advertising services referenced in the Agreement ("Content”) to AdHub Marketing in an agreed format within ten business days after the Effective Date of the Agreement. Organization is solely responsible for the content creation and maintenance of all provided advertising content. The Content provided should include, without limitation, file formats and layouts, documentation and other technical information. The Content must comply in all respects with any guidelines provided to Organization. AdHub Marketing shall have sole control and final approval rights on how the Content is displayed on its network; provided however, that AdHub Marketing will consider input from Organization in good faith.
3. RIGHT TO USE
Organization grants to AdHub Marketing a non-exclusive, royalty-free, non-sublicensable, non-transferable, right to use the Organization's Content through the Agreement term solely in connection with the activities detailed in the Agreement. AdHub Marketing shall honor any trademark or copyright guidelines provided and for purposes of this Agreement, the Content includes, without limitation, the Organization's trade name, trademarks, service marks, copyrights, logos, social media account information, content and other property or branding materials provided to AdHub Marketing to perform the Services. Organization represents and warrants that it has all the rights necessary to allow AdHub Marketing to use the Content as described herein and as set forth in the Agreement. Organization will retain sole and exclusive ownership of all Content.
4. MODIFICATIONS TO SERVICE
From time to time, the Services across mobile web and applications may be redesigned or modified. In the event such modification affects the placement of the Content, AdHub Marketing will display the Content in a comparable manner on the Services.
5. THIRD PARTY SUPPLIER
AdHub Marketing may utilize the assistance, platform, technology or other assets of third party(s) to provide the Services. AdHub Marketing hereby disclaims all liability, representations, or warranties for such third-parties.
6. WARRANTY AND DISCLAIMER
AdHub Marketing shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AdHub Marketing or by third-party providers, or because of other causes beyond AdHub Marketing's reasonable control, but AdHub Marketing shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, AdHub Marketing does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS” AND ADHUB MARKETING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, ADHUB MARKETING, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ADHUB MARKETING'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO ADHUB MARKETING FOR THE SERVICES UNDER THIS AGREEMENT THAT GAVE RISE TO THE LIABILITY, IN EACH
CASE, WHETHER OR NOT ADHUB MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To extent permissible by applicable law, notwithstanding anything else herein, AdHub Marketing shall not be liable for the removal of any mobile advertisements, any delay in displaying or the failure to display mobile advertisements, or any cost of procurement of substitute goods or services.
8. No Soliciting Employees: During the Term and for 12 months thereafter, the Organizatoin shall not, on its own account or on behalf of any other person or entity, directly or indirectly hire or solicit to be hired, as an employee or independent contractor or in any other capacity, any individual who is then an employee of AdHub Marketing and who during any part of the Term was an employee of the Supplier.
AdHub Marketing may invoice Organization for the full Initial Budget immediately after beginning to provide Services. If the Organization fails to pay an invoice in full, the unpaid amount will accrue interest from the due date at a rate of 1% per month or the maximum permitted by law, whichever is lower. Each Party shall bear and pay its own Taxes.
11. FORCE MAJEURE
Except for payment obligations, a party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.
12. DATA RIGHTS
Organization shall retain all rights to its data that it shares with AdHub Marketing whether contained in the Content, its website, or otherwise, provided that AdHub Marketing and its affiliates have the right to duplicate, analyze, transfer, modify, and otherwise use such data to provide, improve, market, or develop its offerings. Organization shall obtain required consents from applicable users required under applicable privacy law to allow AdHub Marketing to gather and utilize internet protocol addresses, cookies, beacons, pixel tags, mobile ad identifiers, or similar technology for the purposes stated in this section.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with AdHub Marketing's prior written consent. AdHub Marketing may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind AdHub Marketing in any respect whatsoever. The Parties intend to be independent contractors. Nothing in this Agreement shall constitute either a partnership or joint venture between the Parties, nor shall it constitute any Party to be the agent, employee, or representative of the other Party for any purpose. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. Customer otherwise agrees to reasonably cooperate with AdHub Marketing to serve as a reference. No amendment to this agreement will be effective unless it is in writing and signed by both parties. Except for rights expressly granted under this agreement, nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party.