1. By signing below, you authorize us to publish the Ads listed in this Agreement in our digital platform, and to provide all services listed in this Agreement. You also authorize us to act as your agent to request from your telephone carrier to access any listing changes that you provide to us. The “Agreement Date” is the date you sign this agreement.
2. All notices to us must be emailed to muvdigital@gmail.com or be writing and sent to 436 Main Street Medford, MA 02155. Cancellation notices must include your business name, telephone number, and address. For questions about this agreement or your advertising, please contact your Digital Marketing Consultant.
3. This Advertising Agreement is subject to automatic renewal as described in Section 4, the initial term for Electronic Ads and any electronic services provided is 12 months or such other period as is set forth in the order section of this Agreement.
4. You may revise or cancel your request for Ads and Services only by email or written notice that is received by us for Electronic Ads and electronic services, within 21 days after the Agreement Date. We may automatically renew your Electronic Ads and electronic services after the end of the initial term for successive three-month terms unless we receive written cancellation notice at least 30 days before the end of the final month of your Electronic Ads and your electronic services. You agree that the then current undiscounted rates and terms and conditions will apply to automatically renewed Electronic Ads and electronic services. We may cancel your Electronic Ads and electronic services without notice at any time for any reason.
5. You agree to pay the monthly rates listed on this Agreement for the period we provide the Ads or Services, rounded up to the nearest month (and for subsequent terms, and then current undiscounted rates). You also agree to pay any one-time charges listed on this Agreement and any taxes due on your Ads or Services. We may start billing before we begin publishing Ads.
6. You agree to pay all charges in full by the due date. You agree that you may not withhold any payment for any reason, including any dispute between you and us. We may require full or partial advance payment prior to providing any Ads or Services. You authorize us to review your credit history and to obtain your credit report, and
you agree that we may report to credit reporting agencies your failure to make payments as required by this Agreement. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement or any other amounts you owe us. If you pay by credit card, we will bill the card automatically at the start of each billing period.
7. We will assess, and you agree to pay, late charges on account balances not paid by the due date. (including balances accelerated under Section 8). Late charges will begin to accrue after the due date at a rate of equal to the lesser of 18% per annum or the highest lawful rate. In addition, if you submit a check or other form of payment
that is dishonored for any reason, you agree to pay, in addition to the face amount of the check or other type of payment, a service fee in an amount equal to the highest lawful amount.
8. If you do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between us, or make any representation or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for all Ads and Services for the entire term of this Agreement; (ii) remove, suspend, or modify your Electronic Ads; (iii) suspend or remove any Services; (iv) recover all collection costs and attorneysʼ fees; (v) redirect to another company possibly a competitor or permanently or temporarily disconnect the unique telephone numbers appearing in your online advertising or services; (v) pursue any other available legal or equitable remedies.
9. You agree to review the Electronic Ads being provided by us immediately, and notify us in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Ad or service is scheduled to be omitted. You agree that we may provide free advertising pursuant to our then-current policies instead of a refund or credit to your account, and that we have no liabiity with respect to any listings, Ads or Services provided to you at no cost. The total aggregate liability for us and our affiliates for errors or omission of the Ads or Services, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to, and shall in no event exceed, the lesser of (a) the amount by which the value of the Ad or Service was diminished or (b) the amount you have paid for the Ad or Service giving rise to the liability (the “Liability Cap”). We are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, we do not warrant the number of responses to your Ads, the number of persons who will view your Ads, or any other business benefit. The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement. We are not liable to you for any deviation from or change in our policies, practices, and
procedures, including without limitation those regarding the placement, position, or location of Ads, headings, or categories.
10. In legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts you owe us or claims by you alleging breach of this Agreement to recover amounts you have paid us), including any dispute regarding any listing, Ad or Service, any omissions, incorrect phone numbers or other errors, and any Ad placement concerns, shall be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association.
11. We reserve the sole right to determine (and may change at any time without notice to you) the design, content, size, geographic coverage, distribution, and appearance of, and the types of advertising offered in our Digital Platform, and Services and how, where, how many, when, and whether they are published, distributed, reissued, or displayed. We may may reject all or any portion of Ads or Services at any time and for any reason (even if
previously approved). If rejected, we will, as our sole obligation, refund any advance payments for that Ad or Service. If we receive allegations of copyright or trademark infringement, we may remove the disputed content immediately. We may change each name, street address, Internet address, and telephone number or any other
content to conform to our standards, practices, and policies or the policies of any third party on whose website, platform or network any Ad is published. We may publish the Ads of any other advertiser at any time and at any location in our Digital Platform. We may redirect calls arising from Ads of other advertisers to you in our discretion.
12. We do not guarantee that we will provide you with proofs of your Ads. If we do provide proofs in time for modifications, you must notify us in writing of any changes/errors before the deadline we set. Otherwise, we will publish the Ad or perform the service as shown and no adjustments will be made. Colors, contrast, photos, font, graphics, and other features may appear differently in the published product and no adjustments will be made for those differences.
13. Except for Ads we designate as limited inventory advertising, we do not guarantee the placement or position of any Ad (or the Ad of any other advertiser) on or within the Digital Platform or any page, cover, or heading and will not provide any adjustments on claims relating to placement for any Ad.
14. “Client Business Content” means content that you, or any person(s) using your password, supplies to us, posts, or asks us to use in your Ads. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form of media), transmit by any means, and create derivative works from the Client Business Content in, and for the marketing and sale of, our products and services.
15. If we create or supply any content used in your Ads or create your Ads, the content or Ads we create are sole and exclusive property, except for information provided to us as the Client Business Content, and content we license from a third party. We may supply the same content used for your Ads in other clients Ads. You agree that you have no rights to any content provided to you by us for the purposes of your Ads and that you have no right to use that content or Ads developed by us for other advertisements or have the right to permit others to use the advertisement or content. You agree that we own the copyright in, and all copyrighted portions of the Digital Platform.
16. You represent and warrant that: (i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Client Business Content and that your licensing of Client Business Content to us will not infringe any third party copyright or trademark rights; (ii) your Ads comply with all applicable laws, orders, codes, regulations and requirements, and you and any individuals listed in your Ads have all required licenses to provide the goods and services advertised in all jurisdictions where the Ads appear; (iii) you have not made any false or misleading claims in any Ad; (iv) you have not requested, and will not use, the Ads or Services,
or our Digital Platform for any unlawful purpose or business; (v) you have not violated any contractual or legal obligation by signing this Agreement and requesting us to publish any Ad; and (vi) you are represent of the business related to the Ads and Services listed above. You will notify us immediately if any of the above becomes inaccurate.
17. Notwithstanding anything else to the contrary in this Agreement, if you are sold two or more products that compromise a bundle and that bundle of products is priced as a bundle and not as individual products, you remain responsible for the payment of the full price of the bundle in question per the pricing terms of the bundle, even if you decide not to use any one or more of such products in the bundle, or if you fail to provide content or anything else necessary to permit one or more products in the bundle to perform as described.
18. You agree to defend, indemnify, and hold us and our affiliates harmless from any liability or costs, including attorneysʼ fees and expenses, resulting from: (a) any breach of your representations, warranties or covenants; (b) any act, omission or fault of you or your employees, agents or contractors in connection with our Ads or Services; (c) any claim that the Client Business Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (d) any communication through your Electronic Ads or your collection or use of any information obtained through your ads, the Services or our Digital Platform; (e) any breach of any applicable export control laws; and (f) any transactions initiated through your electronic Ads and any payment processing services. You will continue to be obligated by this Section even after the termination of this Agreement.
19. You agree that this Agreement will be governed by and construed in accordance with, and all matters relating to or arising under this Agreement will be governed by, Massachusetts law without reference to the laws relating to conflicts of laws.
20. This agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to the Ads and Services. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting your obligations or our rights. Neither you or any Muv Digital employee or agent is authorized to change or add to this Agreement or any other documents that are part of this Agreement in any way, and any putported change or addition, whether oral or written, is void.
21. This Agreement is binding on and for the benefit of you and your successors. We may assign this Agreement, but you may not assign any of your rights or delegate any of your duties under this Agreement without prior written consent. Except as otherwise set forth in this Agreement, neither you nor we will lose any of our rights under this Agreement, even if we or you do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that partyʼs reasonable control. If any provision of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.
22. You agree that we may contact you regarding your Ads or Services, or offers to provide Ads or Services, whether by live telephone, recorded message, U.S. Mail or other mail, facsimile or e-mail. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded (including Recorded Oral Agreements).
REPRESENTATIONS REGARDING CLIENT PROVIDED CONTENT
You have and/or will submit to us certain photos or other images, video footage, logos, text and/or artwork (all such items, whether submitted all at once or on multiple occasions being referred to herein as the Content) to include in your Ads and/or to be used in connection with a product or service we provide to you. As per Section 16 of this Agreement you represent and warrant that:
1. The Content was created by you or your employees and you have the unrestricted right and authority to use the Content in any media or medium and in any Ad, in the way it is used in such Ad, media or medium and to give us the rights granted in the Agreement, or the Content was created by a third party who has given you written permission to use the Content in your Ad, media or medium and to give us the rights granted in the Agreement; and if the Content includes the name or a photo or other image or likeness of a person or persons, you have obtained from each such person (or from the parent or lawful guardian of any person who is under eighteen (18) years of age) the unrestricted and perpetual right to use the name, photo, or other image or likeness in the manner contemplated by, and to grant us the rights granted under this Agreement.
2. You acknowledge that each submission of Content that you make to us, be it offline or online, is made subject to these representations.
The person signing on behalf of Advertiser authorizing the Ads and Services certifies that he or she is either the Advertiser or is authorized by the Advertiser to sign or orally authorize this Agreement.