• INDEMNIFICATION. ADVERTISER REPRESENTS THAT ADVERTISER’S CONTENT, INCLUDING ANY THIRD PARTY CONTENT THAT ADVERTISER DISPLAYS OR LINKS TO (HEREINAFTER, “CONTENT”), SHALL NOT GIVE RISE TO A CLAIM BY A THIRD PARTY OR GOVERNMENT REGULATORY AUTHORITY FOR FRAUD, MISREPRESENTATION, DEFAMATION, TRADE DISPARAGEMENT, INVASION OF PRIVACY, VIOLATION OF ANY LAW OR REGULATION OR INFRINGEMENT OF ANY COPYRIGHT, PATENT, TRADEMARK OR TRADE NAME (“THIRD PARTY CLAIMS”). ADVERTISER AGREES TO DEFEND, REIMBURSE, PAY, INDEMNIFY AND HOLD PUBLISHER AND ITS AFFILIATES, SUBSIDIARIES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “PUBLISHER PARTIES”) HARMLESS FROM ANY LIABILITY, LOSS, DAMAGES, JUDGMENT OR CLAIM AND ALL COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COSTS, INCURRED IN CONNECTION WITH ANY ACTION, SUIT, CLAIM OR PROCEEDING IN WHATEVER NATURE THREATENED OR BROUGHT AGAINST PUBLISHER PARTIES ARISING FROM ANY CONTENT.
  • DISCLAIMER. ADVERTISER AGREES AND ACKNOWLEDGES THAT THE PUBLISHER PARTIES HAVE NOT MADE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE EXPECTED BENEFITS, PROFITABILITY OR EFFECTIVENESS OF THE DIGITAL SERVICES, NOR CAN IT DO SO. THE DIGITAL SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. THE PUBLISHER PARTIES DISCLAIM ALL WARRANTIES WHETHER WRITTEN OR ORAL, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE PUBLISHER PARTIES DO NOT WARRANT, REPRESENT OR GUARANTEE THAT THE DIGITAL SERVICES WILL BE AVAILABLE, UNINTERRUPTED, ERROR-FREE OR SECURE. THE PUBLISHER PARTIES HAVE NO CONTROL OVER THIRD PARTIES, INCLUDING SEARCH ENGINE RANKING COMPANIES, SOCIAL MEDIA OUTLETS, BRAND REPUTATION OR PUBLIC RELATIONS OUTCOMES AND FULLY DISCLAIM ALL LIABILITY FOR ANY ACTIONS TAKEN BY ANY THIRD PARTIES.
  • LIMITED LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT: (A) NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE OTHER FOR ANY LOST REVENUE, LOST BUSINESS, LOST PROFITS OR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE NOR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE AMOUNT PAID OR DUE TO PUBLISHER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION.
  • Either Par­ty may can­cel this Agree­ment for cause upon fail­ure of the oth­er Par­ty to observe or per­form any of its duties or oblig­a­tions pur­suant to this Agree­ment pro­vid­ed that writ­ten notice is pro­vid­ed to the breach­ing Par­ty by the oth­er Par­ty describ­ing the default in detail, with such ter­mi­na­tion becom­ing effec­tive thir­ty (30) days after notice has been given to the breach­ing Par­ty if default is not cured by the breach­ing Par­ty. A Par­ty also has the right to ter­mi­nate this Agree­ment if the oth­er Par­ty is adju­di­cat­ed bank­rupt and becomes insol­vent or admits in writ­ing its inabil­i­ty to pay its debts as they mature; or if the oth­er par­ty makes an assign­ment for the ben­e­fit of its cred­i­tors or applies for or con­sents to the appoint­ment of a trustee or receiver; or any pro­ceed­ings are insti­tut­ed by or again­st the oth­er Par­ty in respect of any bank­rupt­cy, dis­so­lu­tion, reor­ga­ni­za­tion of cred­i­tors or insol­ven­cy or oth­er pro­ceed­ing for the relief of the debtor and such pro­ceed­ings are not dis­missed with­in thir­ty (30) days after they have been insti­tut­ed.
  • Adver­tis­er agrees that dur­ing the Term of this Agree­ment and for a peri­od of one (1) year after the expi­ra­tion or ter­mi­na­tion of the Agree­ment, Adver­tis­er will not, except with pri­or writ­ten approval of the Pub­lish­er, direct­ly or indi­rect­ly, indi­vid­u­al­ly or as part of or on behalf of any oth­er per­son, com­pa­ny, employ­er or oth­er enti­ty, hire or attempt to solic­it for hire any per­sons who have been or are employed by the Pub­lish­er or its affil­i­ates.
  • Upon ter­mi­na­tion of the Agree­ment all pre-paid ser­vices with an out­stand­ing bal­ance will be exe­cut­ed to com­ple­tion as defined by EM360Dig­i­tal State­ment of Work and Account Man­ager plan. Con­tent, assets, and account access tran­si­tion will be deter­mined based upon the ser­vices deliv­ered and Agree­ment term com­ple­tion sta­tus per the fol­low­ing:
    • Organ­ic Ser­vices: All con­tent and con­tent link­ing cre­at­ed by Pub­lish­er and resid­ing on the Advertiser’s web­site are con­sid­ered owned by the Adver­tis­er if all Organ­ic Ser­vices are paid in full. All con­tent and con­tent link­ing cre­at­ed for the Adver­tis­er resid­ing on non-Adver­tis­er web­sites will no longer be active­ly man­aged and the con­tent will expire based upon the pol­i­cy, process, and pro­ce­dure of each web­site. Stan­dard ser­vices such as Google Ana­lyt­ics, Google Web­mas­ter Tools, etc. uti­lized to man­age organ­ic deliv­er­ies will have admin­is­tra­tive access tran­si­tioned to the Adver­tis­er.
    • Social Ser­vices: All con­tent cre­at­ed by Pub­lish­er and post­ed on the Advertiser’s social pages are con­sid­ered owned by the Adver­tis­er if all Social Ser­vices are paid in full. Stan­dard social ser­vices such as Face­book, Twit­ter, Google Plus, etc. uti­lized to man­age social deliv­er­ies will have admin­is­tra­tive access tran­si­tioned back to Adver­tis­er.
    • Web Ser­vices: All con­tent and con­tent link­ing cre­at­ed by Pub­lish­er and resid­ing on the Advertiser’s web­site are con­sid­ered owned by the Adver­tis­er if all Web Ser­vices are paid in full, and the Ini­tial Term of the Agree­ment has been met includ­ing Web Host­ing and Main­te­nance require­ments. The Adver­tis­er web site(s) host­ed and main­tained by Pub­lish­er requires Web Host­ing or Web Main­te­nance ser­vices to keep the web site active. If there is no agree­ment for the­se Ser­vices and own­er­ship terms have been met, the Pub­lish­er upon request from Adver­tis­er will provide Adver­tis­er with an elec­tron­ic copy of the con­tent cre­at­ed by Pub­lish­er.
    • Paid Ser­vices: All adver­tis­ing con­tent cre­at­ed by Pub­lish­er and post­ed for the Adver­tis­er is con­sid­ered owned by the Adver­tis­er if all Paid Ser­vices are paid in full. Cam­paigns can not be tran­si­tioned, but the data and con­fig­u­ra­tion can be tran­si­tioned to the Adver­tis­er upon request by Adver­tis­er.
  • If this Agree­ment is signed by an adver­tis­ing agent for Adver­tis­er, said agen­cy rep­re­sents and war­rants that it is autho­rized to sign this Agree­ment on behalf of its client. It is fur­ther under­stood and agreed that agen­cy is joint­ly and sev­er­al­ly liable for Advertiser’s oblig­a­tions, includ­ing pay­ment. Terms last updat­ed Novem­ber 4th, 2015.

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