Terms & Condition

THIS MASTER SERVICE AGREEMENT, together with all Insertion Orders and other Exhibits attached hereto or executed hereunder (collectively, the “Agreement”), governs the relationship between Verified Digital Inc. (hereinafter, “Company”) and you as a client of Company (hereinafter, “Client”) and is entered into as of the date of Client’s agreement to the first Insertion Order between the Parties (“Effective Date”). Client and Company may each be referred to herein individually as a “Party” or collectively as the “Parties”.

WHEREAS, Company provides marketing, lead generation and related services (“Services”).
WHEREAS, Client is in the business of offering goods and/or services to consumers (collectively, Client’s “Offers”).

WHEREAS, Client desires to engage Company to promote its Offers through the Services.
NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

1. Select Definitions.
Any term not otherwise defined herein shall have the meaning specified below:
“Advertisement” or “Ad” means any advertisement run pursuant to this Agreement.
“Advertising Content” or “Content” means creative and substantive content materials used for marketing or advertising to Leads, including but not limited to banners, language, text, links, key words, images, and any other creative content as needed, including the use of alternative text-based creative.

“Applicable Laws” means all laws applicable to Company, Client, or Advertising Content, including but not limited to all international, federal, state, and local statutes, regulations, case law, and guidelines relating to advertising, marketing, telemarketing, leads, and data privacy and security, include the Federal Trade Commission (“FTC”) Act, 15 U.S.C. §41 et. seq., regulations, and guidelines, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the CAN-SPAM Act of 2003 (“CAN-SPAM”), the Telephone Consumer Protection Act, 47 U.S.C. §227 et seq.

(“TCPA”), and the California Consumer Privacy Act, California Civil Code §1798.100 et seq. (“CCPA”) and similar data security and privacy laws.

“Campaign(s)” means advertising campaigns and promotions for Leads under this Agreement and as specified in the applicable Insertion Order.

“Insertion Order” or “IO” means any order form between the Parties that incorporates this Agreement by reference, under which Company will provide Services and/or Leads to Client. Upon execution by the Parties, an Insertion Order becomes part and parcel of this Agreement. In the event of any conflict between the terms of an Insertion Order and this Agreement, this Agreement shall govern.

“Invalid User Action(s)” means a User Action in the form of a Lead that does not meet the Campaign criteria in the IO(s) for time or geographic restrictions. No other User Actions are invalid User Actions.

“Lead” means consumer information obtained by Company that meets the criteria set forth by Client in an IO for a Campaign.

“Social Media Platform” means Facebook, Instagram, Pinterest, TikTok or any other website, software, or services commonly referred to as social media.

“User Action(s)” means conversions, sales, Leads, clicks, and/or impressions relating to a Campaign, as further detailed in the IO(s).
 
2. Master Agreement.
This Agreement shall operate as a master agreement and shall govern all present and future transactions entered into by Client and Company for the Services described in this Agreement.
2.1. Individual future requests for Services will be initiated by the issuance of a written IO in substantially the form as shown in Exhibit A and shall automatically incorporate by reference the provisions of this Agreement as though such provisions were set forth therein in their entirety and be governed by this Agreement. Such IO shall become effective only when executed by both Parties. If this Agreement is terminated, then no future transactions will be entered into under this Agreement; provided, however, that, notwithstanding such termination, the terms and conditions of this Agreement shall continue to apply to all IOs then in existence.
2.2. At any time prior to the completion of an IO, Client may request, or Company may recommend changes to the associated Services. Company will advise Client of the likely impact of any such change, including any effect on the fees and timescales associated with the Services. The Parties will respond in writing or will meet to discuss any proposed changes as soon as is practicable but neither party will be obliged to agree to any such change. Until such time as any change is agreed in writing including any change to the payment, timescales or completion criteria, Company will continue to provide the Services as if such change had not been requested or recommended.
 
3. Services.
3.1. Leads. During the term of this Agreement, Company shall provide Services and Leads to Client, and Client shall compensate Company for those Services and Leads in accordance with the terms herein, including payment terms in Section 4. Client understands and agrees that all Leads are not under any obligation to purchase any Offers of Client; and Leads shall be valid, including for purposes of the IO(s), notwithstanding any subsequent opt-out or unsubscribe by the Lead(s) after transfer of the Lead(s).

3.2. Advertising Content and Campaigns. At Company’s request, Client shall provide Advertising Content required for marketing the Campaign(s) and/or Ad(s). Client is solely responsible for the Advertising Content it provides to Company, including to ensure Advertising Content complies with Applicable Laws. Company expressly reserves the right to, but has no duty to: (i) refuse any advertising request, cancel any Campaign, or change any Campaign that does not completely conform to every material detail, instruction, method, and guideline set forth in an IO; (ii) refuse any Advertising Content that does not arrive forty-eight (48) hours prior to the start date of a Campaign as set forth in an IO; and (iii) refuse or cancel any Campaign that it deems, in its sole discretion, violates any Applicable Law(s). Client hereby grants to Company a worldwide, royalty free, nonexclusive, sublicensable and/or transferrable, limited, revocable as stated herein, license to market, display, perform, copy, transmit, and promote the Client provided Advertising Content in connection with Company’s obligations hereunder.
3.3. Tracking. Company will prepare tracking reports for Client based on Company’s tracking system (“Tracking Report(s)”). Client acknowledges that Company’s tracking system and Tracking Reports will serve as the verifiable log of responses for computing billing amounts. Company will reconcile sales numbers for Tracking Reports on a weekly basis and will issue Tracking Reports on a monthly basis. Client acknowledges that Company’s tracking system is accurate and reliable.
 
4. Payment.
4.1. General. Client shall pay Company for all Services and Leads provided to Client under this Agreement, as specified in the IO(s), without any setoffs, refunds, or credits, except as expressly authorized by Company in its sole discretion, by credit card, ACH, wire, or as otherwise provided in an IO. The number of Leads provided to Client shall be calculated by Company in its sole and definitive measurement. Failure of Client to timely pay amounts due shall be a material breach of this Agreement; and if payment is not received when due, Client shall be in default of this Agreement, and Company may immediately suspend or terminate this Agreement, including by retaining any Leads and ceasing any Services. Client’s payment obligations and payment term(s) shall be determined in accordance with the specifications of the IO(s), including as applicable upon approved credit. Client shall pay all sales, use, excise, and other taxes in connection with this Agreement. Client is solely responsible for all wire and other fees incurred in paying funds to Company; wire and other transfers shall include the entire amount due to Company plus any wire or other fees that Client is responsible for paying to transmit the funds. There will also be a banking fee of Thirty-Five Dollars ($35.00) applied with any request to stop payment on a check, to issue a replacement check, or where checks are returned due to insufficient funds or otherwise dishonored; this banking fee will be deducted from any account balance or replacement check. Company reserves the right to require prepayment prior to any Campaign. Invoices may be sent by email, mail, or other method. Company’s failure to invoice Client shall not constitute a waiver of any amounts due for the Services, which Company may invoice at a later date.
4.2. Invalid User Actions. Client agrees to pay for all valid User Actions. All User Actions are considered valid and payable, except for an Invalid User Action. Company shall have binding authority to retroactively charge Client for all Leads that were inaccurately characterized as Invalid User Actions but are determined, in Company’s reasonable discretion, to be valid User Actions. It is the sole obligation of Client to proactively monitor and obtain evidence of the amount of any Invalid User Actions; and Client has a duty to immediately report Invalid User Actions as outlined herein.
4.3. Disputes. Any disputes relating to payment or amounts due, including any disputes regarding an invoice, Invalid User Actions, or suspected or actual fraud by Company or a third party, must be submitted to Company in writing within fifteen (15) days the dispute first arose, or Client waives any right to such dispute. Company may use this dispute data to notify, if applicable, its affiliates and publishers of fraudulent users and to generally increase the quality of the Campaigns. Company shall review any timely-submitted written evidence in its reasonable discretion. Client
may not withhold payment unless and until Company has consented to the same in writing, notwithstanding any breach or fraud.
4.4.   Late Payments. Any late payments will accrue interest equal to one and a half percent (1.5%) per month (or eighteen percent (18%) per annum), or the maximum amount allowable under applicable law, whichever is less, compounded monthly. Company shall be entitled to recover all reasonable costs (including agency fees, attorney’s fees, expenses, and costs) incurred in collecting or attempting to collect any payment.
 
5. Term, Termination and Survival
5.1. Term. This Agreement shall commence on the Effective Date and will continue for an initial term of one (1) year (“Initial Term”), unless otherwise provided in the applicable IO(s) or terminated earlier. After the Initial Term, this Agreement shall automatically renew for successive one (1) year terms, unless otherwise provided in the applicable IO(s), until terminated.
5.2. Termination. Either Party may terminate this Agreement, or any Insertion Order or Campaign, effective upon written notice, for any reason or no reason, at any time upon seven (7) days’ written notice to the other Party. Company reserves the right to terminate this Agreement immediately, in its sole discretion, if Client breaches or attempts to breach this Agreement or any obligation hereunder, including payment terms in Section 4, or if Client violates or is about to violate any Applicable Law(s), based on Company’s reasonable belief and discretion. If either Party (i) files a voluntary petition in bankruptcy, (ii) makes an assignment for the benefit of its creditors, or (iii) breaches any of the material terms of this Agreement, this Agreement shall automatically terminate. Such termination shall be automatic and shall not require any action by either Party.
5.3. Survival. Upon termination of this Agreement, any and all licenses and rights granted to the Parties in connection with this Agreement shall immediately cease and terminate. In the event of termination of this Agreement, all payment obligations incurred by Client prior to the date of termination as well as Sections 4, 6-7, 9-14, and 17 shall survive termination.

6. Intellectual Property.
Company and its licensors shall retain all rights, title, and interest, including without limitation, all copyrights and trademark rights, in and to all materials and products relating to Company’s Services, including any website, website template, lead tracking program, and any files, images, videos, text, images, and metadata therein, and any other intellectual or design property or proprietary content created and/or used by Company, including for the Services; provided, however, that any materials provided by Client to Company for use pursuant to this Agreement shall remain the intellectual property of Client or its licensors. Client hereby grants to Company, and its third-party service providers and agents, a non-exclusive, worldwide, royalty free, license to use, reproduce, copy, modify, encode, store, archive, distribute, transmit, translate, publish, and publicly display Advertising Content, if applicable, and Client’s copyrights, trademarks, logos, and other intellectual property for the purposes of providing the Services pursuant to this Agreement.
 
7. Representations and Warranties.

7.1. By Client. Client represents and warrants the following:
7.1.1. Client will remain in full compliance with all Applicable Laws and all terms of this Agreement;
7.1.2. Client has and will continue to have all rights and licenses necessary to perform all of its obligations hereunder, including to permit the use of Advertising Content under this Agreement;
7.1.3. The use, reproduction, distribution, transmission, or display of Advertising Content or materials linked from Advertising Content, and any products or services made available to users through the Advertising Content, does not violate any Applicable Law(s) or infringe upon any third-party copyright, trademark, patent, or any other intellectual property or proprietary right or right of publicity or privacy;
7.1.4. Advertising Content shall not contain content that is an invasion of privacy, degrading, defamatory, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste; contain viruses, Trojan horses, worms, or other harmful programming; spawn malicious, false, or deceptive pop-ups or exit pop-ups; promote illegal activity including, without limitation, gambling, illegal substances,  software piracy, or hacking; or spoof or redirect traffic to or from any adult-oriented websites;
7.1.5. Client shall maintain reasonable data privacy and security protocols and maintain all Leads in a secure environment and in compliance with industry standard security specifications;
7.1.6. Client shall clearly and conspicuously post a link to an easily understood privacy policy wherever it collects personally identifiable information from users; such privacy policy shall comply with all Applicable Laws, identify the nature and scope of the collection and use of information gathered, and offer users the ability to opt-out of collection and use of personal data;
7.1.7. Client will immediately provide notice to Company of any actual or suspected data breach or breach involving personal information related to Leads or this Agreement, and Client shall at its own expense immediately investigate such actual or suspected breach and take reasonable steps to remedy such breach and keep Company apprised of such remedial efforts;
7.1.8. If Client becomes involved with or named in any action, investigation, complaint, or other proceeding by or before any governmental or regulatory authority, Client will immediately provide notice to Company of such action, investigation, complaint or other proceeding;
7.1.9. Client possesses all requisite rights, power, and authority to execute this Agreement;
7.1.10. All information provided to Company by Client, including related to Advertising Content or Client’s products and services, is truthful, not misleading, and substantiated;
7.1.11. Client shall only use Leads for Client’s own lawful business purposes; and 
7.1.12. If Client sells, assigns, licenses, or transfers any Leads to any third parties, Client shall obtain written representations and warranties that any such buyer, assignee, licensee, or transferee agrees to all of the representations and warranties of this Section 7.

7.2. By Company. Company represents and warrants that it shall perform the Services and provide Leads hereunder in a professional and  efficient manner, using due care, skill, diligence and at a level equivalent to industry best standards and practices, and acknowledges that its failure to perform the Services and provide Leads in a professional manner shall constitute a material breach of this Agreement; that the Services shall not impair or violate any copyright, trademark, patent, trade secret or the intellectual property or other rights of any third-party;  that Company shall perform the Services and provide Leads hereunder in compliance with all applicable federal, state, county, and municipal statutes, laws, regulations, codes, ordinances and orders, and specifically, those laws related to advertising and to the protection of personal information and any processed data incorporating such information, and that Company shall obtain all applicable permits and licenses required in connection with its obligations under this Agreement.
7.3. Advertising and Spam Compliance. Company represents and warrants that it will comply with all spam laws, regulations, including without limitation the CAN-SPAM Act of 2003 and Cal. Bus. & Prof. Code §17529.5. In particular, Company shall not transmit any email as part of the advertising services: (i) with materially false or misleading header information; (ii) with a “subject” line that is false or misleading; (iii) without a functioning return email or internet address conspicuously displayed that will function for thirty (30) days after an email is sent; (iv) without appropriate “unsubscribe” or “opt-out” information for which Company shall maintain records and comply; (v) without clear and conspicuous identification that an email contains commercial content or sexually explicit material, if applicable; or (vi) without a valid physical postal address of Company. Company further agrees to not: mislead consumers, promote goods or services not offered by Client, use false claims or endorsements, engage in fraud, use fictitious names or information, fail to use appropriate disclosures, or use third-party content, including intellectual property, without requisite consent.

8. Data Protection; Compliance with Privacy Laws.
8.1. Data Protection and Security Requirements. Company will use Client’s Data lawfully and only as necessary to comply with this Agreement or as otherwise required by law. “Client’s Data” shall be defined as Client data relating to its end users, employees, customers, and vendors, including information derived from such information. Company specifically represents and warrants that it has developed and continues to maintain a comprehensive written information security program consistent with industry standards, as well as procedures and security and integrity measures, that contain administrative, technical, and physical safeguards to ensure the security and confidentiality of “Personal Information” and prevent its unauthorized use or disclosure. “Personal Information” shall be defined as information of Client’s customers/employees, including but not limited to, protected health, financial, or any personally identifiable information, which can potentially be used to identify, contact, or locate a single person, consumer report information, and any processed data incorporating such information. To the extent applicable, Company shall cause its subcontractors and third-party vendors to comply with these legal requirements.
8.2. Compliance with Privacy Policy, Laws, and Regulations. Company represents and warrants that at all times during the term of this Agreement it shall use, handle, collect, maintain, and safeguard Client data and Personal Information in accordance with a Privacy Policy meeting all applicable state and federal consumer privacy laws, and rules (collectively, “Privacy Rules”) which may be in effect during the term of this Agreement as it concerns the subject matter of this Agreement. Company further acknowledges that it alone is responsible for understanding and complying with its obligations under the Privacy Rules. In the event any breach of the security, confidentiality, or privacy of the Client data or Personal Information requires notification to any party under any of the Privacy Rules, Client shall have sole control over the timing, content, and method of such notification and Company shall reimburse Client for its outof-pocket costs in providing the notification.
8.3. Purpose for Processing Data. Company will only obtain, process, retain, or otherwise use Client’s Data for the business purposes set forth in this Agreement, and only to the extent and in such a manner as is necessary to comply with this Agreement. Notwithstanding anything else in this Agreement to the contrary, Company will not process, retain, disclose, sell (as that term is defined under applicable privacy law), or use Client’s Data or Personal Information for any other purpose or in a way that does not comply with this Agreement, and Company’s compliance with legal requirements, including privacy and data protection laws and regulations. Company acknowledges, agrees, and certifies that it will comply with the obligations and restrictions set forth herein. Company will promptly comply with any request or instruction from Client requiring Company to identify, amend, transfer, or delete Client Data or Personal Information, or to stop, mitigate, or remedy any unauthorized processing, and confirm in writing to Client that it complied with the request or instructions. Company will notify Client immediately if Company receives any complaint, notice, communication, or inquiry (a “Request”) regarding the Client Data or Personal Information. Upon receiving any Request, Company must reasonably verify such Request to be the consumer about whom the Company has Client Data and notify Client immediately if Company verifies the Request. Company shall adhere to applicable privacy law and any direction or instructions provided by Client in response to such verified Request. Company shall also immediately notify Client about any other inquiries, request, complaints, regarding Client’s or Company’s compliance with applicable privacy law.
8.4. Requests to Delete Personal Information. Within three (3) business days of receipt of a request to delete consumer Personal Information under the CCPA or similar privacy law, Company shall forward such request in writing to Client if the consumer or information relates to a Lead provided by Company to Client under this Agreement. Further, Company shall delete the Personal Information from Company’s records. In the event Company is unable to delete the personal information for lawful reasons, Company shall promptly inform Client of the reason(s) for its refusal of the deletion request, shall ensure the privacy, confidentiality, and security of such Personal Information, and shall delete the personal information as soon as the reasons for Company’s refusal have expired.

9. Indemnification.
9.1. By Client. Client will indemnify, defend, and hold harmless Company and its officers, directors, agents, affiliates, and employees from and against all third-party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, demands, actions, suits, investigations, arbitrations or other proceedings (each, a “Claim”) arising out of or relating to the following: (i) any breach of this Agreement by Client; (ii) the content of any Client supplied or approved Content or Client’s Offers; and (iii) any allegations of fraud, misrepresentation, negligence, infringement of intellectual property rights, violation of privacy, or other violation of law by Client.
9.2. By Company. Company will indemnify, defend, and hold harmless Client and its officers, directors, agents, and employees from and against all third-party Claims arising out of or relating to any of the following: (i) any breach of this Agreement by Company; (ii) the content of any Company-supplied Content; and (iii) any allegations of fraud, misrepresentation, negligence, infringement of intellectual property rights, violation of privacy, or other violation of law by Company.
9.3. Procedure. The indemnified Party will provide indemnifying Party with prompt written notice of the Claim for which the indemnified Party intends to claim such indemnification, and indemnifying Party shall have the right to participate in, and, to the extent the indemnifying Party so desires, to assume sole control of the defense thereof with counsel selected by the indemnifying Party; provided, however, and notwithstanding the foregoing, that the indemnified Party shall have the absolute right to retain their own counsel, with the fees and expenses to be paid by the indemnified Party. The indemnifying Party will have no authority to stipulate to any judgment or settle any Claim on the indemnified Party’s behalf without the written consent of the indemnified Party. Nothing in this Section shall limit any other remedy of the Parties. These obligations will survive any termination of the Agreement.

10. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR TORT DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF ANY NOTICE AND REGARDLESS OF WHETHER THE DAMAGES ARISE UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT IN ANY AMOUNT THAT EXCEEDS THE AMOUNT PAID DURING THE LAST THIRTY (30) DAYS BY CLIENT UNDER THIS AGREEMENT. In other words, Client expressly agrees that Client’s sole and exclusive remedy for any and all Claims is limited to the sum paid by Client to Company for the preceding thirty (30) days. ANY CAUSE OF ACTION OR CLAIM THAT CLIENT MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING TO THE SERVICES OR LEADS, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Company shall not be responsible or liable for any Claim, including for any distortion or alteration, whether intentional or otherwise, that may occur in the use, reuse, publishing, or republishing of any Advertising Content or other information provided by Client to Company. These limitations are an essential benefit of the bargain of this Agreement.

11. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY AND COMPANY ENTITIES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE SERVICES OR LEADS, AND THEY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES AND LEADS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE SERVICES AND LEADS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. IN PARTICULAR, COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUANTITY OR QUALITY OF ANY LEADS PROVIDED TO CLIENT OR HOW MANY, IF ANY, LEADS GENERATE PROFIT FOR CLIENT; COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING HOW LEADS ARE OBTAINED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CLIENT ASSUMES ALL RISKS OF USING THE SERVICES AND LEADS.

12. Confidential Information.
12.1. Non-Disclosure. The Parties agree and acknowledge that, as a result of negotiating, entering into and performing this Agreement, each Party has and will have access to certain of the other Party’s Confidential Information (as defined below). Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other Party’s business. Accordingly, the Parties agree that, during the term of this Agreement and thereafter, each Party shall use and reproduce the other Party’s Confidential Information only for the purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other Party’s Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party.
12.2. Confidential Information Defined. As used herein, “Confidential Information” means information belonging to a Party which is of value to such Party and the disclosure of which could result in a competitive or other disadvantage to either Party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. For the purposes of this Agreement, Confidential Information includes, without limitation, the terms of this Agreement (including pricing) and information regarding any existing or contemplated Company services, products, processes, techniques, or know-how. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the disclosing Party; (ii) information that is disclosed to the receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the receiving Party; or (iv) information that is independently developed by the receiving Party or its employees or affiliates without reference to the disclosing Party’s information. Each Party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information and will not use the other Party’s Confidential Information other than in connection with its obligations hereunder.
12.3. Exemptions. Notwithstanding the foregoing, a Party may disclose the other’s Confidential Information if (i) required by law, regulation, or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) disclosure is requested by the other Party; or to enforce this Agreement in a court of competent jurisdiction.

13. Non-Circumvention. 

During the term of this Agreement, and for a period of at least one (1) year thereafter, Client agrees not to use information, including Confidential Information, in an attempt to mimic or re-create the Services or bypass Company in any way, without Company’s prior written consent. Failure to comply with this Section may, at Company’s discretion and without limiting other remedies that may be available to Company (all other remedies being expressly reserved), result in immediate termination of this Agreement and IO(s); and if Client violates its obligations associated with this Section, Company will suffer irreparable injury that cannot be adequately compensated in monetary damages. As such, in the event of a violation of this Section, Company shall be entitled to: (a) injunctive relief without the requirement to post a bond; and (b) any other available remedies. 

14. Governing Law.
14.1. Choice of Law. This Agreement, together with any Insertion Orders, shall be treated as though this Agreement were executed and performed in Toronto, Ontario and shall be governed and construed in accordance with the laws of the Canada without regard to conflict of law principles.
14.2. Dispute Resolution. Except as otherwise provided in this Agreement, Company and Client will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either Party may initiate negotiations of any dispute by providing written notice to the other Party, setting forth the subject of the dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each Party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in person or by videoconference in order to exchange relevant information and perspectives, and to attempt to resolve the dispute. If the dispute is not resolved by these negotiations, the matter will be submitted for arbitration administered by the JAMS Arbitration and Mediation Services (“JAMS”) unless otherwise agreed to by the Parties in writing. JAMS’ Streamlined Rules will apply to the arbitration. All claims, remedies, and defenses that either Party has under applicable law (whether federal, state, or local) will remain available to the Parties in the arbitration. The Parties will participate in choosing a neutral arbitrator using the process in the Streamlined Rules. The Parties may choose to have the arbitration conducted by telephone, videoconference, or written submission; however, the exclusive location of the arbitration shall be Toronto, Ontario. The Parties agree to waive all objections to personal jurisdiction, venue, and forum non conveniens. The arbitrator shall award the prevailing party all fees and costs, including attorney’s fees. THE PARTIES MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THE INDIVIDUAL CLAIMS. The Parties shall equally share any fees or expenses of the arbitrator.
14.3. Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude the Parties from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude either Party from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary.
14.4. Venue. The exclusive venue for any non-arbitration action arising out of or under this Agreement—including, without limitation, any litigation between the Parties where neither has elected to arbitrate, any motion to compel arbitration, any remedies in aid of arbitration, or any petitions for equitable relief—shall be the courts located in or nearest to Toronto, Ontario. The Parties hereby waive any objection to the venue or personal jurisdiction of such courts.
15. Cookies, Pixels and Similar Technologies.
15.1. To provide the Services, Company use may conversion pixels, cookies, and similar technologies. Client is aware of an in agreement that such cookies, pixels, and similar technologies may be used. Upon written request from Client, Company will provide information about the processing of Personal Information, including the security measures taken to protect such information.
15.2. If the Service includes use of Client’s website, Company will discuss with Client the cookies, pixels, and similar technologies necessary to fulfil the Services prior to placing them.
15.3. Client acknowledges and agrees that it will not introduce any changes to the settings and will not delete cookies, pixels, and similar technologies that are necessary to fulfill the Services (for example, measuring conversions).
16. Social Medial Advertising Campaigns
16.1. Only when indicated in an IO, do the Services include use of Social Media Platform functionality of providing a type of audience made up of existing customers known as “Custom Audiences“. For this functionality, encoded (hashed’) customer files of the Client are used.
16.2. Client shall ensure that its readers and website visitors provide prior valid consent to all use of this personal and other information by Company contemplated by this Agreement.
16.3. Client will prepare a selected and encoded (‘hashed’) customer file on its server containing such data as Company determines. This hashed file will be uploaded to Social Media Platform by the Client on their own Facebook ad account as Custom Audience and shared with Company or uploaded by Company on its ad account.
16.4. Company will use the hashed customer files obtained from the Client exclusively to create a Custom Audience file, and/or to optimize the Social Media Platform campaign of Client. The Custom Audience file consists of: (a) a lookalike file; (b) a file with specific or broad target audience; and (c) a file with existing customers of Client (which will be excluded from the Social Media Platform campaign of Client).
16.5. Company will not use the data or the Custom Audience file for any other purpose, unless agreed to in writing.
16.6. Company will only be a processor of the Personal Information in the Custom Audience file(s) and the hashed files. Company will process the data exclusively to perform the Services and fulfil its commitments as outlined in this Agreement. Client is responsible for complying with Privacy Laws in this regard.
16.7. Facebook has stated in its Custom Audience Terms on its website and advised Company of the following, but Company cannot guarantee that all or any of these provisions apply, and has no liability of any sort to Client or its directors, officers, shareholders, employees, independent contractors or agents for any non-compliance by Facebook.
(a) Facebook will not share the hashed data with third parties (including other advertisers on Facebook) and will delete the data when the process is completed.
(b) Facebook guards the trustworthiness and safety of the hash, hashed files and Custom Audience files through technical (for example) and physical security that (a) protects the safety and integrity of the files on the Facebook systems and (b) protects against unintended or unauthorized access and the unintended or unauthorized usage. change or sharing of the files on the Facebook systems.
(c) Facebook will not give access to or provide information about Client’s Custom Audience to third parties (including other advertisers).
(d) Facebook will not use the Custom Audience to match the data to its users, create profiles based on interests or connect in any other way to the brand of Client (except to offer services), unless Client gives permission or Facebook is legally obliged to do so.
16.8. Client understands and agrees that a Social Media Platform can at all times change, block or stop the Services, and/or suspend their availability. Company will consequently also be forced to change, limit or end the Services and has no liability or responsibility for same. On any such termination, Client shall nonetheless make all payments owed for the Services conducted through the date of termination.

17. Miscellaneous.
The Parties are independent contractors; and this Agreement does not create any agent, joint venture, principal, employer, employee, or owner relationship. Sections and headings are for convenience only. Capitalized terms used but not defined in this document shall have the same meanings as in the IO and vice versa. Neither Party shall be in breach or otherwise liable for force majeure events beyond the Party’s control (other than events that could have been avoided or prevented by commercially reasonably foresight, planning, or implementation, or Client’s monetary payment obligations in Section 4), including but not limited to an act of God, fire, earthquake, flood or other natural disasters, power failures, or acts of government. No failure to exercise, and no delay in exercising, on the part of either Party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. Each Party warrants it had the reasonable opportunity to rely on legal advice from counsel and that each Party has fully read and understood and agrees to be bound by the terms of this Agreement, which shall not be construed against the drafter. Any provision requiring written notice may be satisfied by emailing the other Party to a provided email address identified in the Agreement’s signature block if there is no notice that the email was undeliverable. This Agreement supersedes any terms and conditions posted on either Party’s website(s). If Company is required to digitally sign or agree to terms when using Client’s network or websites, the Parties agree that such digital agreement is merely a technical requirement to view statistics and access Advertising Content; and any required click-through website terms or terms which appear on Client’s network or websites shall have no force or effect against Company to the extent that it is acting under this Agreement and shall be disregarded and deemed non-effective and superseded by this Agreement. This Agreement may be executed in counterparts and by electronic signature. If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions, which can be given effect without the invalid provisions and to this end the provisions of this Agreement are declared to be severable. The Parties’ execution of this Agreement constitutes their complete agreement as to the terms and conditions relating to the subject matter hereof and supersedes any prior verbal, written, or other agreements.