Online Advertising and Marketing Services

N3RD Media provides search engine marketing, optimization, and associated services on a local, national and international basis. As such, we submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, Ask, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, YellowPabeCity, Merchant Circle, OnStar, Craig’s List, local online newspapers, Facebook, UTube and other sites. The terms and conditions of these providers all apply. N3RD Media will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.

Advertising Material

N3RD Media has the right to place information pertaining to your business on any of the publisher and search provider websites such as those listed above and you authorize N3RD Media to develop content based on information or material provided by you or your designees and populated in the N3RD Media Business Profile, including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to N3RD Media is truthful, not misleading and that you have the authority to represent this product and service information to N3RD Media. Additionally, if so contracted, you authorize N3RD Media to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication. Finally, you authorize N3RD Media to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers. Domains purchased on your behalf will be released to you two months after service has been canceled.

Fees

You agree to pay N3RD Media monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent N3RD Media Online Advertising & Marketing Agreement. N3RD Media may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time. Late Fees of 1.5% per month accrue to late payments.

Payment

Payment in full is required by the first date of the month in which the advertising/marketing will be executed. Payment by credit card will be prior to the first day of the advertising month; payment by check will be one month in advance, net due in twenty (20) days from invoice date. Marketing and advertising programs will be paused, and late fees applied if payment has not been made by payment due date; re-initiation fees may apply.

Term

The N3RD Media Online Advertising & Marketing Agreement specifies the initial term for which program rates will be guaranteed and will be for no less than three (3) months for custom programs. All agreements are auto-renewing at the then published service rates. After the initial agreement period, either party may cancel the program with a 30-day written notice to the other party.

Representations and Warranties; License and Grant of Rights

You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.

Indemnification

Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trademark, patent, invention or any other nondisclosure rights of any third party. You indemnify and hold harmless N3RD Media against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages for N3RD Media resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.

No Guarantees

You acknowledge and agree that N3RD Media makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any specific results. N3RD Media does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. N3RD Media does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, N3RD Media and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to N3RD Media services.

Limitation of Liability and Applicable Law

The maximum aggregate liability N3RD Media may have to you will be limited to the total amount of fees collected from you. N3RD Media will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by N3RD Media. This agreement shall be governed and construed by the laws of the State of Minnesota. Any claims against this agreement must be made within 6 months from the date of the subject of the claim and must be made in writing to N3RD Media, PO Box 293, Hugo, MN 55038. Should a claim arise, you agree to waive a trial by jury and to first seek resolution by arbitration in Washington County, Minnesota, using a mutually agreed upon a member of the American Arbitration Association.

Force Majeure

Neither you nor N3RD Media will be in breach of its obligations under these Terms and Conditions of Service (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.

Assignment

N3RD Media may assign, delegate or subcontract any rights or obligations under this Terms and Conditions of Service.

Miscellaneous

This Terms and Conditions of Service represents the parties’ entire agreement with regard to N3RD Media provision of services. Agreement with these terms and conditions is upon signature of N3RD Media’s Online Advertising & Marketing Agreement, and it will be binding upon you and your successors.

Authority

The person signing the Online Advertising & Marketing Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of your company.

Effective Upon Execution

Terms and Conditions are binding on both parties on the date the Online Advertising & Marketing agreement is signed and/or payment is made.

This file was last modified: May 15, 2018.

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