Master Services Agreement: DisplayBase
As used in this Order Form (the ‘Agreement’), the term ‘Company’ refers to True Influence LLC, a Delaware limited liability company, and the terms ‘Customer’ or ‘you’ refers to the Customer identified in the Order Form. With this Agreement, the Customer wishes to participate in use of Company marketing services and the Company and the Customer agree as follows:
- Campaign Assets and Approvals: Customer will provide Company campaign assets like collaterals, templates, suppression lists and approvals required to launch the campaign in a timely manner.
- Use of Creative Content: Customer hereby grants to Company a limited, non-exclusive, non-transferable license to use the creative advertising content provided to Company by Customer, and consent to use the trademarks, service marks and logos for the sole purpose of generating leads for Customer.
- Lead Delivery and Reporting: Company will deliver leads via API or TIMC to the customer in the frequency and mode specified by the customer in this Order Form.
- Lead Replacement and Return Policy: Company guarantees that leads provided will conform to the specifications outlined in the Order Form agreed to by and between Customer and the Company. Company will only accept returns if the leads generated contain (i) an invalid phone number (where such information is required to be obtained), (ii) an invalid contact name (where such information is required to be obtained), or (iii) where the lead is obviously bogus (ie: George Bush, 1600 Pennsylvania Avenue). Leads returned for credit must be received by Company within ten (10) calendar days of the date they were delivered or they will be deemed accepted and valid. Company reserves the right to audit each disputed lead to verify the validity of the dispute.
- Payment: For pre-paid accounts, the cost is deducted from a prepaid balance as you receive leads. For post-billed leads, Customer will be billed at month’s end and at campaign end. Please note that a finance charge of 1.5% per month (18% per annum) will be charged on unpaid balances. The Customer shall pay to True Influence LLC all of the fees specified in the Order Form(s) without refund or cancellation. Except as otherwise provided in the Order Form, all fees are quoted in United States currency and fees are based on Services purchased.
- Mutual Indemnification: Both Company and Customer shall indemnify and defend each other, its Partners, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Advertising use, Targets, Creative and Services and breach of the Agreement.
- Limitation of Liability: NEITHER PARTY, ITS SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES AND CHARGES PAID BY YOU FOR THE PLATFORM APPLICATION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
- Miscellaneous: THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY VIRGINIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF FAIRFAX COUNTY VIRGINIA, USA, AND COMPANY AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Parties agree that this Agreement and the business conducted thereunder constitute or include transactions and services occurring within the Commonwealth of Virginia so as to authorize service through the Secretary of the Commonwealth of Virginia. Each Party also agrees that if its principal place of business is outside of the Commonwealth of Virginia, that service of process may be made upon it within the time required by law by sending a copy of the pleadings by e-mail to the e-mail address provided in the IO with follow up delivery of the pleadings made by nationally recognized overnight courier service to its address as stated in the IO and service shall be deemed made and complete at the time of actual delivery by overnight mail or at the time of attempted delivery in the event that delivery is refused or the Party has relocated IF THE COMPANY IS FORCED TO ENFORCE THIS AGREEMENT OR ANY PART OF THIS AGREEMENT, WHETHER OR NOT THROUGH LITIGATION, THE PREVAILING PARTY SHALL BE ENTITLED TO RECEIVE REASONABLE ATTORNEY’S FEES AND ALL COSTS including personnel costs INCURRED IN CONNECTION WITH SUCH ENFORCEMENT.
- Severability: If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be deemed modified to the minimum extent required conforming to law, and the remaining provisions shall remain in full force and effect.
- Communications: Either party may use the other parties name and logo for commercial purposes including press releases provided that it meets US Federal Trade Commission advertising and marketing guidelines.
- Entire Agreement: This Agreement and any Exhibits, addenda, amendments constitute the entire understanding between the parties with respect to the subject matter hereof. There are no other understandings; agreements, representations or warranties relied upon by either party with respect to the subject matter herein, which are not included herein. This Agreement may be modified only in writing, declared as a modification and signed by both parties. Customer invoices may be submitted for administrative purposes only, but the terms and conditions contained therein shall be of no force and effect. This Agreement is an agreement between the Parties, and confers no rights upon any third party including any of the Parties’ employees, agents, or contractors or upon any other person, partnership, or entity.