This Client Agreement (“Agreement”) is made and entered into as of the date of the first invoice by and between Sophos Marketing, LLC. (the “Company”), and the individual or entity to whom the first invoice is addressed (“Client”). The Company desires to provide online display advertising services and Client is willing to pay Company for these services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
1. SERVICES AND COMPENSATION
Company will perform one or more of the following services:
Connected TV Advertising
Maximum CPM (cost per 1,000 impressions) of $39.96
Client authorizes the following payments through the payment portal:
Company will deliver monthly reporting on the advertising.
In-Display Video Advertising
1. Maximum CPM (cost per 1,000 impressions) of $6.2375. If 3rd party data is requested by Client for ad targeting, this could increase CPM by up to $4.00 and this will be discussed in advance of launching the campaign. If conversion or indirect web tracking is requested, this will add an additional $0.50 maximum CPM guarantee. These are only added upon request from the Client.
Client authorizes the following payments through the payment portal:
Company will deliver monthly reporting on the advertising.
If the Client requests that Company perform additional services, including multiple revisions of banner any ads, Company will provide a separate invoice for those services.
Client will be provided one monthly report covering all locations. The first monthly payment will be charged with setup, and all subsequent monthly payments will be invoiced and charged on the 20th day of the month and due by the 27th day of the month.
Client will have ten (10) days to approve the creative, once provided for review, before Company begins charging the card on file for the Campaign.
2. TERM AND CANCELLATION
Term. This Agreement will commence on the date first written above and will continue until termination as provided below.
Cancellation by Client. Client may cancel this Agreement by following the steps outlined below:
Cancellation by Company. The Company may terminate this Agreement immediately and without prior notice at any time, for any reason, including but not limited to if Client refuses to or is unable to perform payment required herein or is in breach of any material provision of this Agreement.
Late Payments. If payment is not received by the due date, Company reserves the right to shut down the campaign and withhold reporting. Payments not received within 3 days of the due date will be subject to a flat $50 fee. If payment is not received within 15 days of due date, an additional fee of $150 will be added and the Company reserves the right to seek legal remedy.
Survival. Upon such termination all rights and duties of the parties toward each other shall cease except:
Definition. “Confidential Information” means any Party proprietary information, including, but not limited to, research, banner ads, ad designs, product plans, products, services, customers, customer lists, markets, software, designs, drawings, marketing, or other business information disclosed by the Party either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
Non-Use and Non-Disclosure. Both Parties agree they will not, during or subsequent to the term of this Agreement, use either Party’s Confidential Information for any purpose whatsoever other than the performance of the services or obligations required under this Agreement. It is understood that said Confidential Information shall remain the sole property of the original owner. Both Parties further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions identical to Sections 2 and 3 of this Agreement. Confidential Information does not include information which is known to either Party at the time of disclosure as evidenced by written records, has become publicly known and made generally available through no wrongful act, or has been rightfully received from a third party who is authorized to make such disclosure.
Third Party Information. Client certifies that any information, drawings, materials, or other property otherwise protecting by intellectual property laws, belongs to Client or has been properly licensed for use by Client. Company is not responsible for any damages or harm stemming from the use of any information provided by Client.
Use of Information in Advertising. Client will permit the Company to list the Client’s name (and logo) as well as campaign ads on Company’s website and other collateral marketing materials and allow the use of case studies related to the Client’s successful campaigns managed by Sophos Marketing. Examples of such use by the Company can be found on the website (www.sophosmarketing.com).
4. CONFLICTING OBLIGATIONS
Client certifies that Client has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Client from complying with the provisions hereof, and further certifies that Client will not enter into any such conflicting agreement during the term of this Agreement.
5. THIRD PARTIES
Company utilizes payment processing systems, contact management systems, and other third party placement systems in performing the services under this Agreement. Company is not responsible for information stored on or with these third parties. In the event that this information is breached, or otherwise made available to the public, Company is not responsible for any damages stemming from the breach unless otherwise required by law.
Client agrees to defend, indemnify, and hold harmless the Company, along with its partners, owners, members, principals, employees, contractors, attorneys, agents, and representatives (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), for, against, and from (a) all third party claims arising out of or related to Client’s work, work product, actions, premises, and statements made during the course of obligations related to this Agreement, including any losses, costs, damages, expenses (including, without limitation, attorneys’ fees) or other liabilities incurred by the Company in responding to such third party claims, and (b) liabilities, claims (including, without limitation, claims and liabilities relating to remediation, bodily injury and property damage), causes of action, suits, judgments, damages, losses, costs, and expenses (including, without limitation, court costs, reasonable attorneys’ fees, and costs of work) of any nature (individually and collectively, “Losses”), to the extent arising out of, resulting from or incurred as a result of Client’s work, work product, actions, premises, or statements made during the term of this Agreement or in the course of performing obligations under this Agreement. Client further agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of Client or Client’s assistants, employees or agents, or (ii) any breach by the Client or Client’s assistants, employees or agents of any of the covenants contained in this Agreement. The indemnification in this paragraph 6 shall not be limited because all or any part of any losses are (a) covered by insurance and/or (b) partially attributable to the conduct or alleged negligence of any indemnified party.
6. PERSONAL JURISDICTION AND FORUM SELECTION
Consent to Personal Jurisdiction. Client hereby consents to the personal jurisdiction of the state and federal courts located in Texas for any action or proceeding arising from or relating to this Agreement or relating to any arbitration or meditation in which the parties are participants.
Forum Selection. Client hereby agrees to bring any and all claims, legal proceedings, or litigation related to or arising out of this Agreement in Collin County, Texas.
Acknowledgment. Client has read and understands:
SECTION 2, WHICH DISCUSSES CONFIDENTIALITY,
SECTION 6, WHICH DISCUSSES INDEMNIFICATION; AND
SECTION 7, WHICH DISCUSSES PERSONAL JURISDICTION AND FORUM SELECTION.
8. ADVERTISING SITES
Advertisements are placed on sites pre-screened for content by a third party company, and Company is not responsible for the failure of these third parties to detect certain information or content that may be political, religious, or otherwise controversial in nature. Additionally, Company does not have control over all sites where advertisements are placed. In the event that a site is off line or otherwise not responding, Company is not responsible for restoring the site or performing maintenance. Company relies on advertising performance statistics provided by the host site, or other third party companies for reporting to Client. In the event that Company becomes aware that these statistics are inaccurate or otherwise unreliable, Company will take all corrective action possible to get accurate statistics. However, Company cannot be held liable for damages or other breach of contract claims based on the use or reporting of the statistics provided by the third party companies.
9. GOVERNING LAW
It is the understanding and agreement of the Parties that this Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law provisions.
10. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have consented to this Agreement as of the day and year first above written.
Last updated December 20, 2018
INTELLECTUAL PROPERTY OWNERSHIP
All information provided on the Site which is subject to copyright, trademark, or patent protection is the property of us, and will remain property of us. By using the site, you do not have the right to copy, reproduce, sell, use, or otherwise exercise the Intellectual Property rights in any way.
DISCLAIMER OF WARRANTIES AND LIABILITY
THIS SITE IS PROVIDED “AS IS”. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SITE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGHOUT THE SITE. WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (a) WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE, (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SITE OR OTHERWISE BY US, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY. FURTHER THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
Additionally, no product or service purchased on the Site is guaranteed to be suitable for a particular purpose. It is the responsibility of the customer to review any and all products produced from the Site for use in any specific manner. We will not be liable for any damage to person or property stemming from misuse of a product produced from the Site. Additionally, we will not be liable for any mistakes made by the customer in the ordering or designing process. All contracts for product or services signed on the Site are subject to the terms and conditions specifically enumerated in the contract.
We do not specifically market to children under the age of 13 years old, or minors under the age of 18 years old. Additionally, the minimum age to engage with this Site, and order product from this Site is 18 years old.
User agrees to defend, indemnify, and hold harmless the Site and Sophos Marketing, along with its partners, owners, members, principals, employees, contractors, attorneys, agents, and representatives (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), for, against, and from (a) all third party claims arising out of or related to User’s use, actions, and statements made during the course of using the Site, including any losses, costs, damages, expenses (including, without limitation, attorneys’ fees) or other liabilities incurred by the Site and Sophos Marketing in responding to such third party claims, and (b) liabilities, claims (including, without limitation, claims and liabilities relating to remediation, bodily injury and property damage), causes of action, suits, judgments, damages, losses, costs, and expenses (including, without limitation, court costs, reasonable attorneys’ fees, and costs of work) of any nature (individually and collectively, “Losses”), to the extent arising out of, resulting from or incurred as a result of Contractor’s work, work product, actions, or statements made during the term of this Agreement
USER COMMENTS, POSTS, AND FEEDBACK
Additionally, you agree not to transmit, distribute, post, communicate, or store information on this Site that:
is copyrighted, unless you are the copyright owner;
violates or infringes on any other intellectual property rights of others or the privacy or publicity rights of others;
reveals a trade secret, unless you own it;
is obscene, libelous, defamatory, threatening, harassing, abusive, malicious, hateful, sexually explicit, or embarrassing to any other person or entity, advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or other illegal activities, or involves fraud, stalking, or otherwise violating the legal rights of others, is harmful to minors, attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate or otherwise objectionable, all as determined by RSL in its sole discretion;
violates any applicable law or regulation;
constitutes or contains junk mail, spam, advertisements or solicitations of a business, surveys, contests, chain letters, or pyramid schemes;
contains viruses, Trojan horses, worms, time bombs, or other computer programming routines, engines, or other software, data, or programs that are intended to or may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data information, or property of another including, but not limited to, the Site.
THIRD PARTY SITES
We do not include third party products or services on our websites.
Our Site uses a third party payment processing service to process all payments made through the Site. We are not responsible for storing or collection of the payment information provided during the payment process. Additionally, you may be subject to the Square Terms and Conditions and Account Agreement by utilizing the payment feature on our Sites.
This site is intended for use in the United States, and United States territories.
INFORMATION COLLECTION AND USE
Like many site operators, we collect information that your browser sends whenever you visit our Site (”Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Site that you visit, the time and date of your visit, the time spent on those pages, and other similar statistics.
In addition, we may use third party services such as Jetpack or Google Analytics that collect, monitor, and analyze the Log Data.
Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and stored on your computer’s hard drive.
Like many sites, we use “cookies” to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Site.
DO NOT TRACK
Our Site does not track its customers over time and across third party websites to provide targeted advertising and therefore does not respond to Do Not Track (“DNT”) signals. However, some third party sites do keep track of your browsing activities when they serve you content, which enables them to tailor what they present to you. If you are visiting such sites, Safari allows you to set the DNT signal on your browser so that third parties (particularly advertisers) know you do not want to be tracked.
The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security against viruses, hackers, etc. Additionally, all payment information is currently processed through a third party payment service. We do not maintain any financial or payment information on our servers and are not responsible for the use, disclosure, or misuse of any such information.
If you wish for your information to be removed from our records, you may opt out by contacting us at firstname.lastname@example.org. Please note that removal may take time to process, and will be reflected in our records as soon as possible. You may also request to review or make changes to the personally identifiable information as collected directly from our Site, please contact us as email@example.com to do so.
Your payment and personal information is always safe. Our Secure Sockets Layer (SSL) software is the industry standard and among the best software available today for secure commerce transactions. It encrypts all of your personal information, including credit card number, name, and address, so that it cannot be read over the internet.
All payments are final and no refunds will be processed
Media expenditures in the Monthly Reports and Media Comparison are estimates based on Sophos Marketing research, as well as past campaign performance of Sophos Marketing clients. Actual media costs may vary.
Connected TV Viewership Sources: