Terms and Conditions for SMS Communications – Massive Action Marketing

These TERMS & CONDITIONS (“Agreement”) is made and entered into as of the earlier of the signing of a Massive Action Marketing proposal document or the first date of service of ads on your behalf (“You” or “the Client”) by Massive Action Marketing (the “Effective  Date”).

1. Acceptance of Terms

By receiving SMS communications from Massive Action Marketing (“we”, “our”, or “us”), you agree to abide by these Terms and Conditions.‍

2. Consent and Opt-Out

You consent to receiving SMS messages from us by providing your mobile phone number and opting into our communications. You can opt out of our SMS communications at any time by using the opt-out mechanism provided in our messages.

3. Message Frequency

Message frequency may vary, but we strive to provide relevant and valuable content in our SMS communications. You acknowledge that standard message and data rates may apply.

4. Content and Use

The content of our SMS messages is meant for informational purposes, including updates, promotions, and relevant offers from Massive Action Marketing.

5. Privacy

We respect your privacy and maintain your personal information as described in our Privacy Policy. Your information will not be shared with third parties for marketing purposes.

6. Message Delivery

We make reasonable efforts to ensure timely delivery of SMS messages, but we cannot guarantee delivery to all recipients due to factors beyond our control, including technical limitations of your mobile carrier.

7. Disclaimers

We are not liable for any delays, errors, or interruptions in the delivery of SMS messages. Our SMS messages do not constitute legal advice or professional recommendations.

8. Changes to Terms

We may modify these Terms and Conditions at any time. Changes will be effective upon posting on our website and communicated to you through SMS messages, where applicable.

9. Contact Information

For questions, concerns, or information related to our SMS communications, please contact us at 929-205-5009

By receiving SMS messages from Massive Action Marketing, you acknowledge that you have read, understood, and agreed to these Terms and Conditions. If you do not agree with these terms, please opt out of our SMS communications.

1. Services & Restrictions

1.1. Advertising Services. Massive Action Marketing offers advertising services  (“Advertising Services” or “Services”) by bidding on and purchasing advertisements served  over the Internet (“Ads”) on behalf of You. The Services will be provided as a managed  service to Client, unless or until otherwise arranged and agreed.

1.2. Use of Client Data to Utilize Household Targeting. In order to use household  targeting tactics (“HTT”), Client will need to send Massive Action Marketing (or arrange for  the provision of) physical addresses (“Physical Addresses”). All Physical Addresses shall  be in the United States or Canada. Massive Action Marketing shall compare and attempt to  match the Physical Addresses with latitude and longitude coordinates or other comparably  reliable identifiers of such Physical Addresses (“Geo Data”) from a third-party database  and, if a match occurs, Massive Action Marketing shall assign such matched Geo Data a  randomly generated unique identifier (“Unique Identifier”). Massive Action Marketing shall  have the right to comply with any subpoena or legal request, including for device location  data. In no event will Massive Action Marketing provide additional identifiers such as  Device or Advertising ID associated with the physical address for the purposes of  identification of the user. Either Party may terminate Client’s right to use HTT at any time.

1.3. Restrictions. Except as expressly permitted herein, Client shall not (i) license,  sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or  make available to any third party the Services, the HTT, Massive Action Marketing’s  Matchback process, and any technology or software used by Massive Action Marketing to  provide any of the foregoing, including without limitation, underlying technology, trade  secrets, data, content or information (collectively including the Services, “Massive Action  Marketing Technology”) in any way; (ii) modify, adapt, translate or make derivative works  based upon the Massive Action Marketing Technology, (or any portion thereof), (iii) reverse  engineer, disassemble, decompile or otherwise attempt to derive source code from the  Massive Action Marketing Technology (any portion thereof), (iv) reproduce any portion of  the Massive Action Marketing Technology (or any portion thereof), (v) send or store  infringing, or otherwise unlawful or tortious material, including material violative of third  party intellectual property or privacy rights; (vi) send or store material containing software  viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code,  files, scripts, agents, programs or programming routines (collectively, “Harmful Code”) to,

on or through the Massive Action Marketing Technology (or any portion thereof), (vii)  interfere with or disrupt the integrity or performance of the Massive Action Marketing  Technology (or any portion thereof), including without limitation, the Services, the HTT or  the data contained therein, (viii) attempt to gain unauthorized access to the Massive Action  Marketing Technology (or any portion thereof) or its related systems or networks or  misrepresent its identity, use or attempt to use any unauthorized identification (including  without limitation use of any third party logo, name or other identifier), (ix) use the Massive  Action Marketing Technology (or any portion thereof) for any purpose or in any manner that  is unlawful or prohibited by this Agreement, (x) publicly disseminate information or analysis  regarding the performance of the Massive Action Marketing Technology, including without  limitation, the Platform, APIs or HTT, (xi) disclose or allow third parties use its Account or  Account Credentials, or (xii) permit or authorize any party to do any of the foregoing.

1.4. Provision of Services. Massive Action Marketing shall provide the Services in  accordance with the features, pricing terms and other metrics as set forth in this  Agreement and in any plan or proposal agreed to by Client. Client acknowledges that the  Services utilize a platform that bids on and purchases Ads on or through third party  platforms, which third party platforms may be affected by third party systems and that  Massive Action Marketing does not guarantee delivery of the Services at any level. Massive  Action Marketing and its licensors reserve all rights not expressly granted hereunder,  including the right, in its sole discretion to continually evolve the Services and all related  technologies, to upgrade, modify or discontinue, temporarily or permanently, all or a part of  the Services and to regulate traffic or Client’s use of the Services at any time and without  notice in its sole discretion. In the event that Massive Action Marketing exercises any such  right and Client’s access or use of the Services is materially restricted, however, Massive  Action Marketing will provide notice of the actions taken as soon as practicable. By way of  example only, some of the circumstances when Massive Action Marketing may regulate  traffic or Client’s use of the Services include, but are not limited to, the following: (i) an  abnormal spike in activity, (ii) inferior quality of inventory from a specific exchange, and/or  (iii) any activity that interferes with the operation of the Platform.

2. Campaign Set-Up; License to Ads; Ad Requirements; Privacy.  

2.1. Campaigns. Each new campaign will require Client to provide to Massive Action  Marketing the number of impressions to be purchased, the targeting data (or a way to  access a query in a mutually accessible data provider), the flight dates of the campaign,  the landing page to which the Ads will direct clicks or taps, and the Ads (if Client is  providing the Ads) or specifications, language, and any art that Client would like to include  in the Ads, if Massive Action Marketing is to produce the Ads. Most of these items will be  agreed to in a plan or proposal.

2.2. License to Ads. Client hereby grants to Massive Action Marketing and its licensees a  royalty-free, worldwide license to use, reproduce, market, display, publish, perform,  distribute and transmit any Ads provided by Client, and any Ads produced by Massive

Action Marketing for Client as part of providing the Services to Client. Massive Action  Marketing will not modify the content or appearance of any Ad, provided that should  Massive Action Marketing determine that it is necessary to modify the size or attributes  associated with the underlying technology to deliver an Ad or fulfill a Campaign (as defined  below), then Massive Action Marketing may make such modifications. Client reserves the  right to direct further changes or modifications to an Ad or Campaign following any  changes made by Massive Action Marketing.

2.3. Ad Requirements. If You provide your own Ads, all Ads must be provided in the  format set forth in Massive Action Marketing’s most up-to-date ad specifications  document. Client shall ensure that all Ads provided by Client (i) are not misleading,  libelous, obscene, invasive of others’ privacy, or hateful (racially or otherwise); (ii) do not  imply, infer, state or publish that content or materials provided by Client are provided,  endorsed, sourced or otherwise approved by any third party without such third party’s  express permission to do so; (iii) do not contain Harmful Code or otherwise operate in a  manner that could reasonably be expected to damage the Advertising Services; (iv) do not  infringe the intellectual property or proprietary rights of any third party; and (v) do not  violate Applicable Laws. If applicable, Client shall ensure that the Advertised Products are  promoted in compliance with Applicable Laws, including consumer protection laws.  Massive Action Marketing reserves the right for any reason to reject, suspend or cease  displaying Ads at any time, including in response to complaints by advertising exchanges  utilized by Massive Action Marketing.

2.4. Privacy

2.4.1. Privacy Policy. You will maintain and abide by a privacy policy that is consistent  with all Applicable Laws. At a minimum, Client’s privacy policy must (i) notify users in plain  English what information is being collected from or about the users, including data for  Interest Based Advertising (i.e., the collection of data across web domains owned or  operated by different entities to deliver advertising based on a user’s preferences or  interests inferred from the data collected); (ii) how such information is to be used once  collected, including its use to select advertisements that are more likely to be of interest to  the user; (iii) disclose what technologies, if any, are used to gather information about users,  including but not limited to cookies, web beacons, browser cache technologies, locally  stored objects (LSOs), statistical identifiers, clear gifs, embedded scripts and /or similar  means; (iv) explain how, and for what purpose, any such data collected may be shared  with and/or used by third parties; (v) contain a statement to the effect that third parties may  also gather such user data and that Client’s privacy policy may not describe the privacy  practices of such third parties; and (vi) include a conspicuously posted mechanism by  which users may opt out of the collection of data regarding their internet usage, preferably  the NAI opt out link: http://optout.networkadvertising.org. There must be a link to this  privacy policy on each webpage where data gathering occurs.

2.4.2 EU-US Privacy Shield. Massive Action Marketing processes data in the U.S., which  may require the transfer of personal data outside of the EU/EEA to the US or other countries  outside the EU/EEA that do not require the same level of data protection as the EU. The  U.S. has not been deemed by the EU Commission to have adequate data protection laws.  To the extent that, under this Agreement, any Physical Addresses or other personal data of  EU, Swiss or EEA residents (“EU Personal Data”) is collected by Client or provided to Client  by Massive Action Marketing or another third party on behalf of Massive Action Marketing,  Client agrees that: (a) if Client receives the EU Personal Data for transferring, sharing or  otherwise processing (i.e., is a “recipient processor”), Client will: (i) perform such activities  only in accordance with written instructions from Massive Action Marketing; (ii) not perform  such activities if at any time Client or its subprocessor is unable to comply with Applicable  Laws; (iii) provide appropriate technical and organizational measures to protect EU  Personal Data against accidental or unlawful destruction or accidental loss, alteration,  unauthorized disclosure or access, and understands whether onward transfer is allowed;  and (iv) taking into account the nature of the processing, assist Massive Action Marketing in  responding to individual EU residents exercising their right to access their EU Personal  Data, consistent with Applicable Laws; and (b) if Client is a recipient controller of EU  Personal Data, Client shall provide the same level of protection as is available under the  EU-US Privacy Shield and will make available an equivalent independent recourse  mechanism as under Privacy Shield. In the event another transfer mechanism is or other  measures are required under Applicable Laws for the lawful transfer of EU Personal Data,  such as the Standard Contractual Clauses, the parties hereby agree to the implementation  of such transfer mechanism or other measures.  

2.4.3 GDPR. The following will also apply to the extent either party processes EU Personal  Data hereunder: (a) Confidentiality: each party shall take reasonable steps to ensure the  reliability of any individual who may have access to EU Personal Data, shall strictly limit  access to those individuals with a need to know or access such data, and shall ensure that  such individuals are subject to confidentiality agreements or professional or statutory  obligations of confidentiality; (b) Subprocessors in cases where Client is a processor of EU  Personal Data: Client may not (i) engage any subprocessor of such data without Massive  Action Marketing’s prior written consent, (ii) if permitted to engage a subprocessor in  accordance with the preceding clause, Client will be fully responsible and liable for the  subprocessor’s activities, (iii) before engaging a subprocessor, Client must enter a written  contract with the same or similar terms as in this Agreement with respect to protections for  EU Personal Data, including sufficient guarantees that the subprocessor will provide  sufficient security to meet the requirements of the GDPR; (c) Obligations and Rights of  Controller; Types of Data; Categories of Data Subjects; Nature and Purpose of Processing;  Subject Matter and Duration of Processing: the obligations and rights of the controller, the  types of personal data to be processed, the categories of data subjects, the nature and  purpose of the processing, and the subject matter and duration of the processing are as  described in these Terms and the Applicable Insertion Order, Data License, or Master  Services Agreement; (d) Retention: the parties shall retain EU Personal Data for no longer  than is necessary for the purposes for which it was obtained; (e) Recordkeeping: each party

shall maintain a record of all processing activities, in writing and in electronic form, as  required by Applicable Laws; (f) Personal Data Breach: each party agrees to cooperate and  assist the other in the event of a personal data breach and to provide notice as required by  Applicable Laws; (g) Data Protection Impact Assessments; Responding to Data Protection  Authorities: each party agrees to assist the other with data protection impact assessments,  and to respond to data protection authorities, according to Applicable Laws; (h) Audits and  Inspections: a party that is a data processor must submit to audits and inspections,  provide required information, and inform the controller if any request related thereto  infringes Applicable Laws; and (i) GDPR Responsibilities and Liabilities: Notwithstanding  anything to the contrary in this Agreement, or any other agreement between the parties,  Client shall not be relieved of its own direct responsibilities and liabilities under the GDPR  and other Applicable Laws. For EU Personal Data, the terms “commission”, “controller”,  “data subject”, “EEA”, “personal data”, “personal data breach”, “processor”, “processing”,  “subprocessor,” as used herein shall have the same meaning as in the GDPR. For data that  is not EU Personal Data, all terms shall have the meanings given them under other  Applicable Laws.

2.4.4. Failure to Notify. In the event Client provides such data to Massive Action  Marketing, Client hereby represents and warrants that it has obtained lawful consent  where required by Applicable Laws sufficient to enable Massive Action Marketing to  exercise its rights and process such data hereunder. Client must notify Massive Action  Marketing in writing before providing such data to Massive Action Marketing, and If Client  does not provide such prior notification (“Failure to Notify”), Client shall defend, indemnify  and hold harmless Massive Action Marketing as set forth in Section 8.

3. PAYMENT AND DATA

3.1. Advertising Fees; Payment. Client will be obligated to pay all fees set forth in  Massive Action Marketing’s proposal or plan document, or invoice, as well as any other  fees agreed to by the parties in writing (collectively, “Advertising Fees”) only for Ads actually  served (as determined by Massive Action Marketing). Client agrees and understands that  Massive Action Marketing may change the unit pricing of any of its Advertising Services  periodically at its sole discretion. Any change to pricing will not affect outstanding or  signed proposals or campaigns. All payments under this Agreement shall be made in US  dollars. Except for taxes on Massive Action Marketing’s income, Client is responsible for  paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the  Advertising Services provided. Massive Action Marketing’s reporting with respect to any  Advertising Fees, including impression counts and record of the price per impression, will  be determinative. Client will pay Massive Action Marketing invoices thirty (30) days after  receipt thereof.

3.2. Client Data. Client, and not Massive Action Marketing, shall own any information,  material and data provided to Massive Action Marketing for use in connection with the  Campaigns and the Services (“Client Data”). Client, not Massive Action Marketing, shall

have sole responsibility for the accuracy, quality, integrity, legality, reliability,  appropriateness, and intellectual property ownership or right to use of all Client Data, and,  except for a material breach of this Agreement by Massive Action Marketing in connection  with such Client Data, Massive Action Marketing shall not be responsible or liable in any  manner for such Client Data. Massive Action Marketing will keep Client Data

3.3. License. Massive Action Marketing shall be free to use aggregated Client Data not  capable of identifying Client (or Advertiser, if applicable) for Massive Action Marketing’s  own internal use, analysis, and marketing, and Client hereby grants Massive Action  Marketing a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use  its logo and any aggregate campaign information for such purposes including, without  limitation, improving the operation of the Services, statistical analysis and distributing  aggregated statistics to clients, potential clients and the general public.

4. Intellectual Property Ownership.

Massive Action Marketing alone (and its licensors,  where applicable) own all right, title and interest, including all related intellectual property  rights (e.g., patent, copyright, trade secret), in and to the Massive Action Marketing  Technology (exclusive of the Client Data) and any suggestions, ideas, enhancement  requests, feedback, recommendations or other information provided by Client, Advertiser  or any other party relating to the Services. This is an agreement for the provision of Services  and not an agreement for sale or a license to any software. Client acknowledges that it is  obtaining only a limited right to use the Massive Action Marketing Technology and that  irrespective of any use of the words “purchase”, “sale” or like terms hereunder no  ownership rights are being conveyed to Client under this Agreement or otherwise. Massive  Action Marketing acknowledges that Client alone (and its licensors, where applicable) shall  own all right, title and interest in and to the Ads, Client Data and Client’s intellectual  property rights therein, and no right or license is granted to Massive Action Marketing,  except as specifically provided herein.

5. Confidential Information

5.1. Definition. “Confidential Information” means: (i) Massive Action Marketing  Technology; (ii) any business or technical information of Massive Action Marketing or  Client, including but not limited to any information relating to Massive Action Marketing’s or  Client’s product plans, designs, costs, product prices and names, finances, marketing  plans, business opportunities, personnel, research, development or know-how; and (iii)  Client Data, defined above.

5.2. Exclusions. Confidential Information does not include information that: (i) is or  becomes generally known to the public through no fault or breach of this Agreement by the  receiving party; (ii) is known to the receiving party at the time of disclosure without an  obligation of confidentiality; (iii) is independently developed by the receiving party without  use of the disclosing party’s Confidential Information; (iv) the receiving party rightfully

obtains from a third party without restriction on use or disclosure; or (v) is disclosed with  the prior written approval of the disclosing party.

5.3. Use and Disclosure Restrictions. During the term of this Agreement, and for a  period of two (2) years after any termination of this Agreement, each party will not use the  other party’s Confidential Information except as permitted herein, and will not disclose  such Confidential Information to any third party except to employees and consultants as is  reasonably required in connection with the exercise of its rights and obligations under this  Agreement (and only subject to binding use and disclosure restrictions at least as  protective as those set forth herein executed in writing by such employees and  consultants); provided, however, that Massive Action Marketing may use and disclose such  Confidential Information as may be necessary to perform the Services. However, each  party may disclose Confidential Information of the other party: (i) pursuant to the order or  requirement of a court, administrative agency, or other governmental body, provided that  the receiving party gives reasonable notice to the other party to contest such order or  requirement; and (ii) on a confidential basis to legal or financial advisors.

6. Indemnification.  

6.1. Client. Client shall defend, indemnify and hold harmless (“Indemnify”) Massive  Action Marketing, its licensors and each of their parent organizations, subsidiaries,  affiliates, officers, directors, employees, attorneys and agents (“Related Parties”) from and  against any and all claims, costs, damages, losses, liabilities, penalties, fines and  expenses (including reasonable attorneys’ fees and costs) (“Liabilities”) arising out of or in  connection with an unaffiliated third party’s claims or government action (“Claims”): (i)  arising from the Ads submitted under Client’s Account, the Landing Pages, the products,  goods and services promoted in such Ads (“Advertised Products”), Client Data the Client’s  or Advertiser’s trademarks, logos or other content contained in the Dashboard, if any, the  Physical Addresses, and/or Massive Action Marketing’s use of the foregoing as permitted  under this Agreement, including allegations that any of the foregoing (a) infringes the  intellectual property rights of a third party, (b) contains Harmful Code, or (c) violates  Applicable Law; (ii) Client’s access and use of the HTT, including the Report and/or any use  Client makes of the Report or any data in the Report, (iii) arising from the Client’s violation  of Applicable law or use of the Advertising Services or any materials provided by Massive  Action Marketing, including the HTT, in a manner not permitted under this Agreement,  and/or (iv) arising from Client’s breach of this Agreement, including any Failure to Notify.

6.2. Massive Action Marketing. Massive Action Marketing shall Indemnify Client, its  licensors and each of their Related Parties from and against any and all Liabilities arising  out of or in connection with any Claims alleging that Client’s use of the Services in  accordance with this Agreement infringes the intellectual property rights of a third party;  provided that, such indemnification does not apply to the extent that Claims arise from: (i)  the infringement or misappropriation of Client Data or other materials or information  provided by Client to Massive Action Marketing, (ii) the combination, operation or use of the

Platform or Service(s) with any product or service not provided or authorized in writing by  Massive Action Marketing, or (iii) any third-party systems, technology, materials or  information.  

6.3. Procedure. Each party’s indemnification obligations are contingent on the  indemnified party: (i) giving prompt written notice of the Claim to the indemnifying party;  provided that the indemnifying party shall be released from its indemnification obligations  only to the extent that the indemnified party’s failure to provide prompt notice materially  prejudices the indemnifying party’s ability to defend the Claim, (ii) giving the indemnifying  party sole control of the defense and settlement of the Claim (provided that the  indemnifying party may not settle or defend any Claim unless the indemnified party is  unconditionally released from all liability and such settlement does not negatively and  materially affect the indemnified party’s business); (iii) provides to the indemnifying party  all available information and assistance; and (iv) not having compromised or settled the  Claim.

7. Disclaimer of Warranties.

1. MASSIVE ACTION MARKETING AND ITS LICENSORS DO  NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY  OR IMPLIED THAT ARE NOT EXPLICITLY STATED HEREIN. THE SERVICES ARE MADE  AVAILABLE “AS IS” AND “AS AVAILABLE” AND, EXCEPT AS EXPLICITLY STATED HEREIN,  MASSIVE ACTION MARKETING DOES NOT REPRESENT OR WARRANT THAT (I) THE MASSIVE  ACTION MARKETING TECHNOLOGY (OR ANY PORTION THEREOF) OR THE USE THEREOF  WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE OR  OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA;  (II) EXCEPT FOR PURCHASING INVENTORY THAT MEETS CLIENT’S CRITERIA, THE  SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (III) ANY DATA  PROVIDED BY OR ON BEHALF OF CLIENT AND STORED BY MASSIVE ACTION MARKETING  WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; OR (IV) THE SERVICES OR THE  INFRASTRUCTURE THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR  OTHER HARMFUL COMPONENTS. MASSIVE ACTION MARKETING AND ITS LICENSORS  HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL  CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,  STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT  OF THIRD PARTY RIGHTS. MASSIVE ACTION MARKETING SHALL NOT BE LIABLE FOR  DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE  OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE  THE CONTROL OF MASSIVE ACTION MARKETING.

8. Limitation of Liability.

IN NO EVENT SHALL MASSIVE ACTION MARKETING BE  LIABLE HEREUNDER FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF  SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR FOR ANY  SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS  REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY  OF SUCH DAMAGES IN ADVANCE. MASSIVE ACTION MARKETING’S MAXIMUM LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID TO MASSIVE ACTION MARKETING HEREUNDER IN PLATFORM FEES DURING THE SIX MONTHS PRIOR TO THE DATE ON  WHICH THE CLAIM AROSE FOR USE OF THE APPLICABLE SERVICE THAT IS THE SUBJECT  OF THE CLAIM.

9. General.

9.1. Governing Law; Jurisdiction. This Agreement will be governed and interpreted in accordance with the laws of the State of Indiana without reference to conflicts of laws principles. The parties agree that any dispute under this Agreement shall be brought in the federal or state courts located in Hamilton County, Indiana, USA and agree to submit to the exclusive jurisdiction of the federal and state courts located in Hamilton County, Indiana, USA, unless Applicable Law requires otherwise.

9.2. Relationships of the Parties. The parties are independent contractors, and nothing in this Agreement shall be deemed to create a joint venture or partnership.

9.3. Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to effectuate the intent of the parties and so that this Agreement shall otherwise remain in full force and  effect and enforceable.

9.4. Force Majeure. Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, pandemics, explosions, accidents, strikes, fire,  earthquake, flood, failure of any third party provider, action or request by any government  authority, or degradation or failure of third-party networks or communications  infrastructure.

9.5. Subcontractors. Client acknowledges that Massive Action Marketing may use third parties to operate the Advertising Services and fulfill Massive Action Marketing’s  obligations hereunder. Nonetheless, Massive Action Marketing shall continue to be responsible for the performance of its obligations hereunder by any such subcontractor.

10. Contact information

Massive Action Marketing LLC
4801 Lang Ave NE Suite 110

Albuquerque, NM 87109
Email: info@mactionmarketing.com
Phone: 929‑205‑5009