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Terms ConditionsPLEASE READ THESE TERMS (THE "AGREEMENT") CAREFULLY BEFORE USING OR ACCESSING THE SERVICES (DEFINED BELOW) IN ANY MANNER. BY VISITING THE MAXPOINT WEBSITE OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. Welcome to MaxPoint. If you have any questions, comments, or concerns regarding this Agreement or the Services, please contact us at Questions Regarding Your Terms. This Agreement is a binding contract between and among (1) the advertiser on behalf of whom the relevant Services are obtained and/or the relevant Campaign and/or Ad (each as defined herein) is delivered ("Advertiser"), (2) if applicable, the agency acting for and on behalf of Advertiser ("Agency"), and (3) MaxPoint Interactive fake Ulysse Nardin , Inc. ("MaxPoint," "we" and "us"). Agency is responsible and liable for any breach of this Agreement by Advertiser. This Agreement includes the provisions in this document, as well as those in the Ad Guidelines, and in any order confirmation page that is agreed to by both parties through your Account Portal (defined below) and indicates it is subject to the terms herein (an "Order Confirmation Page") (all of which are incorporated herein by this reference). We reserve the right to modify this Agreement at any time, upon fourteen (14) days' prior notice to you (which may include a notice posted on the Website (as defined below)); if you don't agree with the new terms, your sole remedy shall be to terminate this Agreement as described in Section 3 below. Any use of or access to the Services after such modifications become effective constitutes your acceptance of such modifications. 1. MaxPoint Services and Restrictions. a. The Services are provided for your own internal business use only. For clarity, use of the Website is included in the scope of "Services" hereunder. You hereby grant MaxPoint a non exclusive, worldwide right and license during the term of this Agreement to (i) use, modify (which includes editing, translating, and reformatting), reproduce, create derivative works of, distribute, perform, and display the Content (defined below) (and all intellectual property rights therein) as it relates to the Services you've requested, and (ii) use, reproduce, display, distribute and disclose your name, trademarks, logos fake Cartier Pasha, and other brand identifiers in connection with such Services. b. You will provide MaxPoint with (or with access to) all content, information, and materials reasonably necessary for MaxPoint to provide the Services to you (the "Content"); MaxPoint shall have no liability for any such Content or for delays or failures attributable to your failure to perform such obligation in a timely manner. MaxPoint reserves the right to remove Content from any advertising campaign delivered on your behalf (a "Campaign") or individual targeted commercial message displayed on your behalf (an "Ad"), that, in its sole judgment, does not meet our standards or does not comply with this Agreement (including the Ad Guidelines, which may change from time to time, upon notice to you, which may include a notice posted on the Website). c. Further, you shall not use, export or re export the Services or any MaxPoint IP in violation of any applicable laws or regulations. d. As a condition to using many features of the Services fake tag heuer formula 1, you will be required to sign up for an account, and select a password and user name. You will provide us with accurate, complete, and current registration information (including email address). You may not transfer your account to anyone else without the prior written permission of MaxPoint. If you do not keep your contact information accurate and current, you may not receive important notices from us. MaxPoint shall have no liability for the failure of a notice to reach you due to the contact information you've provided being inaccurate, incomplete, or outdated, and notice sent to the most recent contact information associated with your account will be deemed given when sent. 2. Payment. a. You will pay all fees for the Services as described in each applicable Order Confirmation Page (the "Fees"), and all applicable taxes relating to this Agreement (except for taxes on MaxPoint's net income). MaxPoint's tracking count and other reporting metrics and shall be used for all purposes under this Agreement (including determination of Fees payable); MaxPoint reserves the right to utilize a third party ad serving provider for tracking and reporting metrics and to make adjustments to such metrics to account for testing. b. Fees will be charged to the payment method you designated through the Account Portal (the "Payment Method"), on the schedule described in each applicable Order Confirmation Page. You are responsible for keeping all payment and billing information accurate and current; if the Payment Method information you have provided is inaccurate or outdated, or if MaxPoint is otherwise unable to collect Fees when due because of your error or omission, you will be subject to interest at one and one half percent (1.5%) per month, or the highest rate allowable by law (whichever is less), until the applicable Fees are paid. MaxPoint reserves the right to suspend any Services and/or Campaigns (without notice to you) until late payment is received in full. 3. Term and Termination. a. The term of this Agreement will begin on the first date you use or otherwise access the Services and continue indefinitely until terminated by either party as described herein. b. If there are no active Campaigns then underway, either party may terminate this Agreement upon written notice to the other party. You may terminate this Agreement at any time, for any reason, upon fourteen (14) days prior written notice to MaxPoint. Either party may terminate this Agreement with five (5) days prior written notice if the other party materially breaches this Agreement and fails to cure the breach within such notice period. Upon termination of this Agreement, (i) you will pay all Fees due within five (5) days of the effective date of termination, and (ii) the following Sections will survive: 1(c) replica omega Seamaster 300m, the last two sentences of 1(d), 2, 3(b), and 4 8 (inclusive). For credit card payment methods, MaxPoint reserves the right to charge your credit card for all Fees due immediately upon termination of the agreement. c. MaxPoint reserves the right to suspend any Services and/or Campaigns (without notice to you) if it reasonably believes you have breached any term of this Agreement. 4. Confidential Information; Data Usage. a. "Confidential Information" means business breitling superocean 42 replica, technical, or financial information regarding a party (the "Disclosing Party"), disclosed by or on behalf of Disclosing Party to the other party (the "Receiving Party") pursuant to this Agreement. The Receiving Party will hold the Confidential Information in confidence and not use (except as required to exercise its rights or fulfill its obligations hereunder) or disclose to any third party any of the Disclosing Party's Confidential Information. Notwithstanding anything to the contrary, Confidential Information shall not include information that: (i) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (ii) was generally publicly available before disclosure to Receiving Party, or became generally publicly available through no fault of Receiving Party; (iii) was rightfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions, (iv) was disclosed to MaxPoint for inclusion in a Campaign or Ad, or (v) was independently developed by Receiving Party without use of or reference to the Confidential Information. Receiving Party may also make disclosures to the extent required by law or court order, provided that Receiving Party provides Disclosing Party prompt notice of such requirement and uses reasonable efforts to obtain confidential treatment. The terms of the Order Confirmation Page, and any other information disseminated to you as part of the campaign setup and operation, including but not limited to campaign performance data, shall be the Confidential Information of MaxPoint, except that you may disclose such terms on a confidential basis to present or future investors or acquirers b. Notwithstanding anything to the contrary, MaxPoint shall have the right to use and disclose non personally identifying information and other aggregate data derived in connection with its provision of Services hereunder as part of its business operations and in connection with the operation, management, maintenance and enhancement of its products and services. Your Warranties. b. Mutual Warranties. c. Warranty Disclaimer. Except as expressly set forth in Section 5(b) above, MaxPoint provides all Services "AS IS" and hereby disclaims all warranties (express and implied) regarding the subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, non infringement, and/or of continuous or uninterrupted service. 6. Limitation of Liability. intellectual property rights. b. You will defend, indemnify and hold MaxPoint harmless from and against any and all Losses incurred as a result of any third party claim arising out of your breach of Section 5(a).