Uluad, (“uluad”) provides a range of marketing services for small and medium-sized businesses. This agreement sets forth which Marketing Services are being purchased by the client who signed this agreement (“you” or “Client”), the costs for such Marketing Services, and other relevant details. These Online Marketing Services Terms and Conditions are incorporated by reference into and made a part of this agreement submitted to uluad and govern the relationship between you and uluad. This agreement is subject to acceptance by uluad, in its sole discretion. The agreement, the Marketing Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.” If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such legal entity to this Agreement, you have read and understand this Agreement and you agree, on behalf of the Client, to this Agreement.
1 Marketing Services.
a You agree to pay the amount set forth in the insertion order agreement. Service fees are for the delivery of any services that uluad offers. Uluad reserves the right to change any of the Fees at any time, provided that such changes will not take effect until a new agreement has been executed and delivered to uluad by you.
2 Payment Terms.
a General. Once this agreement has been accepted by uluad, you will be responsible for making the payment of all Fees in full. The Fees shown are not inclusive of sales, use or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on this agreement is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in U.S. dollars.
b Manner of Payment. All amounts payable under this Agreement will be made either by credit card (the “Client Card”), ACH (electronic debit from your bank account) or such other form of payment as uluad may, in its sole discretion, permit. You will be required to agree to the applicable payment authorization form(s).
c Timing of Payment. Fees, as identified on this agreement are due in advance of each Cycle as more fully described in the Term/Termination section. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.
3 Term and Termination.
a Term. The Agreement shall commence upon execution of this signed form and shall continue until cancelled in accordance with the terms of this Agreement on a month to month service contract.
b Cancellation Revocation. Uluad may cancel at any time for any reason on written notice to you (which may be provided by email) upon the conclusion of a Cycle. You may, upon written notice to uluad (email is acceptable) revoke such termination within 30 days after you have made a Cancellation Request, in which case this agreement will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon full payment of all amounts owed. If the Cancellation Fee has already been paid, it shall be applied to the amount owed on this agreement.
c Termination for Cause. Either you or uluad may terminate the Agreement (which will terminate all current agreements) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period.For the avoidance of doubt, uluad makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.
d Campaign Pauses. uluad may pause a campaign at any time for operational reasons. You may also request a pause in a campaign; however, it will be in uluad’s sole discretion to determine if a campaign pause is appropriate.
e No Refunds. You understand and agree that you will not be entitled to the refund(s) of any amount(s) already paid to uluad.
f Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information posted on the Internet as part of the Marketing Services may continue to be available on the Internet following termination of Marketing Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to uluad as of the effective date of termination.
4 Uluad Platform.
a Your Data. As part of the campaign initiation process and from time to time during the campaign, you will provide certain information to uluad, which uluad may input into its proprietary platform (the “Platform”). Accordingly, you hereby permit uluad to input your contact information, credit card or ACH information, and campaign information into the Platform. Uluad will only use such information in connection with the fulfillment of the Marketing Services, as otherwise permitted by the Agreement and as may be legally necessary. In addition, you agree that uluad may, from time to time, use your data to send you emails regarding Platform updates, campaign updates, payment reminders, and marketing opportunities relating to uluad and its commercial partners.
b Liability. Uluad does not warrant that the function or the operation of the platform will be uninterrupted or error-free. The entire risk as to the quality and performance of the platform is with you.
5 Intellectual Property Matters.
a License to uluad. You hereby grant to uluad and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Marketing Service and (ii) the Existing Site, to the extent necessary for uluad to perform the Marketing Services. The title and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors. You agree that uluad may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on uluad’s client list, and in its marketing materials, sales presentations and any online directories that uluad may, from time to time, publish.
b Uluad Microsite/Landing Page. You will remain fully responsible for any content you provide to uluad. With respect to any content created by uluad, including the landing page/microsite and domain name, uluad shall retain full ownership of this site and elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.
c Adwords Account. If a new Google Adwords account is created and setup by uluad, then you are agreeing that uluad will have full ownership of this account. If this agreement is terminated then uluad will retain ownership of the account.
6 Limitation of Liability.
a Under no circumstances, including negligence, shall uluad (or its officers, employees, parent, subsidiaries, or affiliates), its third party licensors, providers or suppliers be liable for (i) any failure or delay in performance due to any cause beyond its control; (ii) mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or performance, whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to the your website, accounts, programs, or services; (iii) direct or indirect liability associated to copyright infringement materials provided by you; and (iv) any direct, indirect, special, consequential or incidental damages, including without limitation, damage to your reputation, loss of business, loss of revenue, loss of profits, data, business interruption, loss of business information, or damage to data arising out of the use, partial use or inability to use the service, regardless of the type of claim or the nature of the cause of action.
b Laws Affecting Internet Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. You agree that you are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend uluad, its officers, employees, parent, subsidiaries, affiliates and its subcontractors from any claim, suit, penalty, tax, or tariff arising from your use of Internet electronic commerce.