Terms and Conditions 

Rev. December 23, 2022 

This Terms of Service Agreement (“Agreement”) provides the terms and conditions pursuant to which Muze Marketing, a company located in Oregon, United States of America (“MUZE”) will provide certain local search marketing, digital marketing, and related Services (defined herein) to Client. As used in this Agreement, “Client” means a natural person or legal entity (such as a corporation, limited liability company, firm, partnership or other entity recognized at law) who subscribes for and receives the Services, together with such person or entity’s affiliates, subsidiaries, successors and assigns. 

THE SERVICES ARE OFFERED TO CLIENT ONLY UPON THE CONDITION THAT CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY RECEIVING OR USING ANY OF THE SERVICES, IN WHOLE OR IN PART, CLIENT AGREES TO ENTER INTO THIS AGREEMENT. 

1. Services. In consideration of the promises of Client set forth herein (including without limitation Client’s payment of the consideration for the Services as herein provided), MUZE will provide Client with (i) local search marketing (including but not limited to local listings management, Google My Business claim and verification services, SEO, Paid search, review marketing and reputation management) services; and/or (ii) social content generation services (including content generation, distribution, and campaign optimization) (collectively, as applicable the “Services”). Unless Client purchases a multi-location subscription, Services shall correspond to one unique geographic location, which shall be designated and agreed-upon during the sign-up process. Services for separate locations will increase fees payable by Client hereunder. In connection with the delivery of the Services, Muze will provide Client with access to detailed reporting for the Services using MUZE’s online proprietary reporting/dashboard (“Business Center”). 

Client acknowledges that MUZE provides other services to its customers, such as paid advertising services and website development services. Such other services, if applicable to Client, are covered by separate terms of service agreements between MUZE and Client and are not covered by this Agreement. 

2. Term; Authorization. MUZE will provide the Services to Client on a month-to-month basis (each month during which Services are provided to Client hereunder is referred to herein as a “Subscription Period”). All related fees are due to MUZE on sign-up via credit card or ACH payment. Installment payment amounts are subsequently billed and collected for the upcoming Subscription Period as provided herein. 

3. Authorization. Client authorizes MUZE to act on Client’s behalf as Client’s local search marketing provider during the initial Subscription Period and all renewal Subscription Periods, with respect to all Services provided by MUZE hereunder. Such authorization includes the right to post, publish and edit Client’s Web business profile information and Internet and social media advertisements and (where elected by Client) to post content to such profiles or advertisements. 

4. Copyright. Ownership of content generated by MUZE in connection with the Services transfers from MUZE to Client (where permitted by third-party licensing arrangements) only after payment in full by Client of all invoices applicable to such content. MUZE’s Business Center portal and any methods of optimization disclosed by MUZE to Client cannot be copied or used by Client except as expressly contemplated by this Agreement in connection with the Services, and any such right shall terminate upon termination of this Agreement unless expressly authorized in writing by MUZE. Client acknowledges that, at MUZE’s expense, a domain name may be registered and hosted with a microsite created for Client in furtherance of delivery of the Services hereunder. The microsite and related domain are integrated into MUZE’s proprietary digital marketing system and shall remain the property of MUZE and shall not be transferable to Client. 

In providing the Services MUZE may utilize and/or make available to Client software owned by third parties and licensed to MUZE (“Third-party Software”). Client’s use (where permitted) of Third-party Software is governed by software licenses relating to such Third-party Software. These Terms and Conditions do not modify the terms of any Third-party Software license agreements. 

5. Fees and Payment. As consideration for the Services, Client agrees to pay all related fees associated with the Services requested by Client and identified during the sign-up process. Subscription fees are subject to modification by MUZE at any time. 

All payments to MUZE for the Services shall be made in immediately available funds, in U.S. Dollars for US clients and in Canadian Dollars for Canadian Clients, by credit card (Visa, MasterCard or American Express) or automatic checking account withdrawal (“ACH”). MUZE may retain and store Client’s payment information, including but not limited to, credit card number and expiration date or ACH account and routing information. Due to the nature of the Services, all sales for each periodic Subscription Period are non-refundable, except as expressly provided herein. MUZE is authorized to charge the subscription renewal fee for upcoming Subscription Period Services to the credit card or ACH account provided to MUZE by Client. Client may change its billing information on written notice to MUZE. Invoices, where requested by Client, shall be delivered solely by e-mail to Client’s e-mail notice address provided to MUZE during the sign-up process. 

Credit Card or ACH customers must pre-pay for at least one month’s Services in advance and will be billed monthly in advance of the Services being provided after conclusion of the applicable pre-payment period. 

Failure by Client to maintain valid and current payment arrangements with MUZE may result in interruption or cancellation of the Services. Such interruption does not relieve Client of the obligation to pay for Services already provided to Client by MUZE. If MUZE is, or becomes, required by law to deduct or withhold any taxes (including without limited to sales taxes, use taxes, ad valorem taxes, or similar charges or assessments) from amounts due to MUZE from Client, then all amounts due from Client shall be increased so that the net amount actually received by MUZE after deduction or withholding of any such tax, charge or assessment will equal 100% of the agreed-upon charges. 

All amounts not paid by Client shall bear interest at a rate of 1.0% per month (or the highest rate permitted by law, if less). Client agrees to pay all costs of collection (including reasonable attorney’s fees, expert witness fees, court costs, etc.) incurred by MUZE arising from or relating to enforcement of its rights against Client. 

Client is not entitled to any credits, rebates, discounts (volume or otherwise) or refunds provided to MUZE by any third-party online search providers or publishers. 

6. Termination. 

(a) By Client. This Agreement and any renewal subscription arising hereunder may be terminated by Client by delivery to MUZE of Client’s intention not to renew prior to the end of the then-current Subscription Period. Any termination notice received later than the end of the current Subscription Period shall be effective immediately following the next applicable Subscription Period. 

(b) By MUZE. MUZE may terminate this Agreement and/or suspend all or any portion of the Services at any time, without notice to Client, in the event Client fails to maintain valid payment information with MUZE, or in the event that Client fails to pay for the Services. MUZE may terminate this Agreement on at least 10-days written notice to Client in the event that MUZE should determine that it will cease providing the same type of Services to all other eligible Clients that were receiving such Services as Client. 

MUZE may also decline to provide the Services, cancel the Services or to discontinue processing any subscription for Services not yet performed, at any time, and from time to time, in MUZE’s sole and absolute discretion, if MUZE determines in good faith that Client’s business practices: (i) are illegal, immoral, unethical or reasonably likely to expose MUZE or its affiliates to potential criminal, administrative or civil liability, (ii) may result in damage to MUZE’s reputation or image; or (iii) present any other issue or concern which MUZE determines in good faith constitutes grounds for such termination. If MUZE exercises such right to decline or cancel the Services, MUZE will provide written notice to Client of such exercise and will refund to Client the un-earned portion of any deposits or subscription payments previously paid by Client in the immediately preceding subscription period, within thirty (30) days after issuing such notice. Upon cancellation of the Services, MUZE shall have no further duties or responsibilities except as expressly set forth herein regarding post-termination responsibilities of the parties. 

(c) Bankruptcy, etc. Either party may terminate this Agreement immediately in the event that the other party becomes insolvent, or the other party makes an assignment for the benefit of creditors, or the other party does not pay its debts as they become due or admits its inability to pay its debts when due, or the other party files or has filed against it a petition under any provisions of the Bankruptcy Act or an application for a receiver, trustee or custodian is made with respect to such Party. 

(d) Duties on Termination. Upon any termination of this Agreement for any reason, Client shall: (i) discontinue any use, retention, display or distribution of any of the work product or materials provided to Client by MUZE hereunder for which ownership has not passed to Client pursuant to Section 4 hereof and delete from all storage servers and devices all such work product or materials; (ii) discontinue all use of MUZE’s trademarks, together with all other software of intellectual property owned or licensed by MUZE (including Business Center); (iii) delete from all storage servers and devices all work product or materials received under this Agreement for which title has not passed to Client; and (iv) discontinue its use of all Third-party Software if required by the license agreements pertaining to same. 

Upon termination of this Agreement, MUZE shall exercise reasonable efforts to return to Client, delete or destroy (in MUZE’s sole and absolute discretion) all Client Data (defined herein) provided by Client in connection with the Services. Due to the impracticability of removal of content from social media forums, content posted by MUZE on Client’s behalf during the term of this Agreement on social media forums, blogs or other electronic services may continue after termination of this Agreement, without the necessity of deletion or discontinuation by MUZE. MUZE will exercise reasonable efforts to provide Client, on Client’s written request therefore, with username and password access to third-party social media and other electronic accounts established on behalf of Client by MUZE. MUZE reserves the right to discontinue Business Center blog posts displaying Client’s social media content after termination of this Agreement. 

7. Client Data; License. 

(a) Client is responsible for providing MUZE with current and accurate data necessary for MUZE to provide the Services. As used herein, “Client Data” shall include, without limitation, client’s website domain name and URL, Client’s business name, address, telephone number(s), facsimile number(s), e-mail addresses and e-mail address lists and related information, social media and website content subject matter, ideas and concepts, artwork and other printed material or data submitted by Client to MUZE to enable MUZE to provide the Services hereunder. Client hereby grants MUZE a royalty-free license during the term of this Agreement and all renewal terms to use the Client Data for purposes of providing the Services. 

(b) In the course of using the Services, Client may be required to provide MUZE personally-identifiable information of Client, including contact information, username and password (“Credentials”). All Credentials submitted by Client in this respect constitute Client Data pursuant to the immediately preceding paragraph. MUZE handles personally-identifiable information of its customers with reasonable attention, care and security. Nonetheless, Client, not MUZE, shall be responsible for maintaining and protecting Client’s Credentials in connection with the Services. If Client’s Credentials change, Client must notify MUZE promptly and keep such information current. Client is solely responsible for any activity using Client’s Credentials, whether or not Client authorized such activity. Client should immediately notify MUZE of any unauthorized use of Client‘s Credentials or if Client’s email address, user name or password has been hacked or stolen. Client will notify MUZE immediately if Client discovers that any third-party is using Client’s Credentials without Client’s consent, or Client discovers any other breach of security pertaining to Client’s Credentials. 

(c) While MUZE may use Client’s customer lists or customer information for purposes of providing the Services, MUZE does not sell or distribute to third parties Client’s customer lists or aggregated customer information. 

(d) In the course of providing the Services, MUZE may collect information concerning third parties (such as e-mail addresses, name and other contact information submitted by third parties in reviews) or information concerning third parties provided by Client (such as e-mail addresses and other information pertaining to customers and prospects). Client acknowledges that all such information, whether collected by MUZE from third parties or provided by Client to MUZE, may be used by MUZE across one or more platforms to perform the Services, including future plans and services not currently provided by MUZE but made available to Client at a future time. 

8. Client Representations and Warranties. Client represents and warrants to MUZE that: (a) Client owns or has all requisite rights, licenses and permissions to submit the Client Data to MUZE for the use contemplated by the Services; (b) the use by MUZE of the Client Data for the purposes of providing the Services hereunder does not, and will not, infringe any intellectual property or other rights of any third-party or the laws, rules, regulations, orders or treaties of any governmental authority or jurisdiction; (c) the Client Data does not, and will not, infringe upon any trademark, copyright, contract or property rights of any third parties and that Client has paid any and all royalties or other charges to be paid pursuant to the copyright law of the United States, any statute, order or other law, right or contract governing the Client Data; (d) the Client Data does not, and will not, contain any materials which are libelous, defamatory, obscene, or invades the rights of privacy or other rights of any individual; (e) Client’s business activities comply with the applicable laws, rules and regulations of all federal, state and local governmental authorities having jurisdiction over Client; (f) Client has all necessary power and authority to enter into and perform in accordance this Agreement; (g) this Agreement is legal, valid, binding and enforceable against Client; and (h) neither the execution of, nor performance under, this Agreement by Client violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Client. 

In addition, to the extent that the Client Data consists of e-mail addresses or e-mail address lists, Client represents and warrants to MUZE that Client obtained such e-mail addresses or e-mail address lists using legitimate and lawful means and in compliance with all U.S. and Canadian federal, state, and foreign laws, rules and regulations associated with e-mail marketing activities (including without limitation, gaining all required addressee consents to use e-mail addresses for marketing purposes and providing addressees with any requisite opt-out notifications required by such laws, rules or regulations). 

9. Compliance with Privacy Laws 

To the extent the Client Data contains any personal information of individuals or other covered data subjects, Client represents and warrant that Client’s business practices, including Client’s use of the Services and MUZE’s rendering of the Services to Client pursuant to this Agreement, shall not violate any U.S. or Canadian federal, state, or foreign laws, rules and regulations associated with the collection, processing, cross-border transfer, or other transmission of such personal information. Without limiting the foregoing, Client agrees to each of the following specific data privacy obligations. 

(a) General Data Privacy Regulation (EU 2016/679) 

It is the stated policy of MUZE to avoid activity subject to regulation European Union General Data Protection Regulation (GDPR). Client represents and warrants that, for purposes of GDPR: (i) Client is not established in the European Union and conducting data processing activities in the context of such business activities; (ii) Client is not offering goods or services to individuals in the European Union, and (iii) Client is not monitoring the behavior of individuals within the European Union. Client shall be solely responsible for and shall fully indemnify, defend, and hold MUZE harmless in the event of any violation of GDPR in breach of Client’s aforementioned representations and warranties. 

(b) California Shine the Light Law 

For purposes of Cal. Civ. Code § 1798.83 (“Shine the Light”), if and to the extent this law is applicable, Client agrees that Client is the “business” and MUZE shall be a “third-party.” To the extent Client discloses to MUZE the personal information of customers with whom Client has an “established business relationship,” Client agrees not to provide such personal information to MUZE for MUZE’s own direct marketing purposes. 

In the course of MUZE performing the Services, the parties anticipate disclosures consistent with the circumstances identified in Cal. Civ. Code § 1798.83(d) as being among the disclosures not deemed to be disclosures of personal information by a business for a third-party’s direct marketing purposes, including: 

(1) Disclosures between a business and a third-party pursuant to contracts or arrangements pertaining to any of the following: 

(A) The processing, storage, management, or organization of personal information, or the performance of services on behalf of the business during which personal information is disclosed, if the third-party that processes, stores, manages, or organizes the personal information does not use the information for a third-party’s direct marketing purposes and does not disclose the information to additional third parties for their direct marketing purposes. 

(B) Marketing products or services to customers with whom the business has an established business relationship where, as a part of the marketing, the business does not disclose personal information to third parties for the third parties’ direct marketing purposes. 

(C) Maintaining or servicing accounts, including credit accounts and disclosures pertaining to the denial of applications for credit or the status of applications for credit and processing bills or insurance claims for payment. 

(D) Public record information relating to the right, title, or interest in real property or information relating to property characteristics, as defined in Section 408.3 of the California Revenue and Taxation Code, obtained from a governmental agency or entity or from a multiple listing service, as defined in Section 1087, and not provided directly by the customer to a business in the course of an established business relationship. 

(E) Jointly offering a product or service pursuant to a written agreement with the third-party that receives the personal information, provided that all of the following requirements are met: 

(i) The product or service offered is a product or service of, and is provided by, at least one of the businesses that is a party to the written agreement. 

(ii) The product or service is jointly offered, endorsed, or sponsored by, and clearly and conspicuously identifies for the customer, the businesses that disclose and receive the disclosed personal information. 

(iii) The written agreement provides that the third-party that receives the personal information is required to maintain the confidentiality of the information and is prohibited from disclosing or using the information other than to carry out the joint offering or servicing of a product or service that is the subject of the written agreement. 

(c) California Consumer Privacy Act of (CCPA) 

In cases in which the Services include the collection of personal information of California consumers, and to the extent of the applicability of California Consumer Privacy Act (CCPA), Cal. Civ. Code § 1798.100 - 1798.199, and amendments thereof and regulations thereto, the parties agree that this [Section 9(c)] [12(c)] shall supplement their Agreement and shall control in the event of a conflict with any other provision of this Agreement. This Section, and the parties' obligations hereunder, shall not apply in the case of an applicable exception to the CCPA, including each such exception set forth in Cal. Civ. Code § 1798.145. 

Any terms defined in the CCPA have the same meaning when used in this Section.  Proper terms not defined in the CCPA have the meaning defined elsewhere in this Agreement. 

The parties agree that their relationship under the CCPA is the following: 

• Client shall be considered a “business”, which alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information. 
• MUZE shall be considered a “service provider”, which processes information on behalf of the Client and to which the Client discloses a consumer’s personal information for a business purpose pursuant to this Agreement.  To the extent MUZE collects personal information directly from a consumer, or about a consumer, in the course of providing the Services, it does so on the Client’s behalf and at the Client’s direction. 
• Customers of the Client may be “consumers” if they meet the definition set forth in the CCPA. 

 
The parties agree that MUZE may process information on behalf of Client and Client may disclose a consumer’s personal information to MUZE for a business purpose pursuant to this Agreement, provided that MUZE shall be prohibited from retaining, using, or disclosing the personal information for any purpose other than for the specific purpose of performing the Services specified in this Agreement, or as otherwise permitted by the CCPA, including retaining, using, or disclosing the personal information for a commercial purpose other than providing the Services specified in this Agreement. 

More specifically, MUZE shall not retain, use, or disclose personal information obtained in the course of providing Services except: 

• To process or maintain personal information on behalf of the Client, and in compliance with this Agreement; 
• To retain and employ another service provider as a subcontractor, where the subcontractor meets the requirements for a service provider under the CCPA and all applicable regulations; 
• For internal use by MUZE to build or improve the quality of its services, provided that the use does not include building or modifying household or consumer profiles to use in providing services to another business, or correcting or augmenting data acquired from another source; 
• To detect data security incidents, or protect against fraudulent or illegal activity; or 
• For the purposes enumerated in Cal. Civil Code § 1798.145. 

MUZE shall not sell data on behalf of Client when a consumer has opted-out of the sale of their personal information with the Client.  Client shall be responsible for communicating any such consumer request to MUZE. 

If MUZE receives a request to know or a request to delete from a consumer, MUZE shall either act on behalf of the Client in responding to the request or inform the consumer that the request cannot be acted upon because the request has been sent to a service provider. 

MUZE shall comply with the CCPA and all applicable regulations with regard to any personal information that it collects, maintains, or sells outside of its role as a service provider. 

(d) Client Policies 

Client shall be solely responsible for its compliance with all applicable laws and regulations, including those pertaining to privacy and security of personal information. Without limiting the foregoing, Client shall be responsible for developing and following its own policies and procedures, disclaimers, terms of use, consents, authorizations and for providing all required notices (collectively “Client Policies”) to its Customers and other visitors to or users of Client’s Business Center (or other Services provided by MUZE), including consumers (“End Users”), as well as for establishing and requiring acceptance of all Client Policies from such End Users. Except with respect to MUZE’s obligations expressly set forth in this Agreement, MUZE shall have no liability whatsoever with regard to Client's failure in any respect with regard to any Client Policies or for Client's enforcement thereof.  MUZE may provide to Client a draft client policy or template for any client policy (either is a “Template”), which may include examples regarding the kinds of personal information collected via the Services, as well as the purposes and examples related to means of collecting, processing, storing, disclosing, and disposing of such personal information.  However, Client bears the ultimate responsibility with respect to all Client Polices and business practices and MUZE makes no representation or warranty as to the sufficiency, fitness for a particular purpose or enforceability of any Template to which it provides.  Client agrees to indemnify, defend, and hold MUZE harmless for any claims arising from Client’s breach of this Section [Section 9(d)] [12(d)] 

(e) Privacy Rights for California Minors 

For purposes of Client’s compliance with Cal. Civ. Code § 22580, Client agrees, represents and warrants, that if Client’s Business Center (or other Services provided by MUZE) is directed to minors, Client will not market or advertise a product or service identified in Subdivision (i) of Cal. Civ. Code § 22580 and further, if Client has actual knowledge that a minor is using Client’s Business Center (or other Services provided by MUZE), Client will not market or advertise a product or service identified in Subdivision (i) of Cal. Civ. Code § 22580 to said minor. The products and services identified in Subdivision (i) of Cal. Civ. Code § 22580 for marketing and advertising restrictions are as follows: 

(1) Alcoholic beverages, as referenced in Sections 23003 to 23009, inclusive, and Section 25658. 

(2) Firearms or handguns, as referenced in Sections 16520, 16640, and 27505 of the Penal Code. 

(3) Ammunition or reloaded ammunition, as referenced in Sections 16150 and 30300 of the Penal Code. 

(4) Handgun safety certificates, as referenced in Sections 31625 and 31655 of the Penal Code. 

(5) Aerosol container of paint that is capable of defacing property, as referenced in Section 594.1 of the Penal Code. 

(6) Etching cream that is capable of defacing property, as referenced in Section 594.1 of the Penal Code. 

(7) Any tobacco, cigarette, or cigarette papers, or blunt wraps, or any other preparation of tobacco, or any other instrument or paraphernalia that is designed for the smoking or ingestion of tobacco, products prepared from tobacco, or any controlled substance, as referenced in Division 8.5 (commencing with Section 22950) and Sections 308, 308.1, 308.2, and 308.3 of the Penal Code. 

(8) BB device, as referenced in Sections 16250 and 19910 of the Penal Code. 

(9) Dangerous fireworks, as referenced in Sections 12505 and 12689 of the Health and Safety Code. 

(10) Tanning in an ultraviolet tanning device, as referenced in Sections 22702 and 22706. 

(11) Dietary supplement products containing ephedrine group alkaloids, as referenced in Section 110423.2 of the Health and Safety Code. 

(12) Tickets or shares in a lottery game, as referenced in Sections 8880.12 and 8880.52 of the Government Code. 

(13) Salvia divinorum or Salvinorin A, or any substance or material containing Salvia divinorum or Salvinorin A, as referenced in Section 379 of the Penal Code. 

(14) Body branding, as referenced in Sections 119301 and 119302 of the Health and Safety Code. 

(15) Permanent tattoo, as referenced in Sections 119301 and 119302 of the Health and Safety Code and Section 653 of the Penal Code. 

(16) Drug paraphernalia, as referenced in Section 11364.5 of the Health and Safety Code. 

(17) Electronic cigarette, as referenced in Section 119405 of the Health and Safety Code. 

(18) Obscene matter, as referenced in Section 311 of the Penal Code. 

(19) A less lethal weapon, as referenced in Sections 16780 and 19405 of the Penal Code. 

For purposes of Client’s compliance with Cal. Civ. Code § 22581, Client agrees, represents and warrants, that Client will not permit a minor to become a “registered user” of Client’s Business Center or any other Services provided by MUZE. Further, Client agrees, represents and warrants, that Client will not use Client’s Business Center or any other Services provided by MUZE to accept the posting of content or information by users. 

 
10. Client Indemnification. Client shall indemnify, defend and hold harmless MUZE, together with its officers, directors, employees, agents, contractors and permitted assigns from and against any and all third-party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with: (i) the lawful use of or reliance by MUZE on the Client Data in performing the Services under this Agreement, (ii) any breach of or default under the terms, conditions, representations or warranties of this Agreement by Client, or (iii) any negligence, gross negligence or willful misconduct by or on behalf of Client or its employees or agents. 

11. Express Limited Warranty; Limitations on Liability. 

(a) Limited Warranty. MUZE shall provide the Services under this Agreement in a professional manner, consistent with generally accepted standards applicable to the marketing industry in which the Services subside. Due to periodic changes in search engine algorithms and accessibility of open source citations, MUZE cannot guarantee search engine result pages or line placement where Client’s business will appear. 

(b) Representations and Warranties Limited. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS-IS” AND MUZE DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR GUARANTY AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SERVICES OR OTHER DATA, REPORTS OR INFORMATION FURNISHED TO CLIENT HEREUNDER. FURTHERMORE, THE SERVICES MAY BE SUBJECT TO TRANSCRIPTION AND TRANSMISSION ERRORS. THE EXPRESS LIMITED WARRANTY SET FORTH IN PARAGRAPH 10(a) IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, EXPRESS OR IMPLIED, AND ALL SUCH OTHER WARRANTIES, REPRESENTATIONS, AND GUARANTIES ARE HEREBY DISCLAIMED. ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY DISCLAIMED. 

(c) No Authority to Modify. No employee, salesperson, vendor or other agent or purported agent of MUZE is authorized to make any warranties, representations or guaranties to the contrary of the foregoing, and any such purported warranties, representations or guaranties shall not be relied upon as having been given by or on behalf of MUZE. Furthermore, Client acknowledges that it is the responsibility of Client to verify any information upon which it or any of its employees or agents use, rely on or otherwise take action upon with respect to financial or other consequences. 

(d) Limitations on Liability. If MUZE fails to perform its duties and obligations under this Agreement, and Client can establish that as a direct result thereof, Client has incurred any damages, liabilities, losses, fees, costs or expenses, then MUZE’s liability to Client for actual damages for any cause whatsoever, during the term of this Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed in the aggregate the fees that Client has paid for the Services in question during the Subscription Period in question. IN NO EVENT SHALL MUZE OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOSS OF PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES SUSTAINED OR INCURRED BY CLIENT OR ANY THIRD-PARTY IN CONNECTION WITH THE SERVICES, ANY ACTION ANY OF THEM TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS CLIENT SENDS TO MUZE OR THE DELAY OR INABILITY TO USE ANY SERVICES, OR MUZE’S REMOVAL, MODIFICATION, SUSPENSION OR DELETION OF ANY SERVICES PURSUANT TO ITS RIGHTS UNDER THIS AGREEMENT, IN ALL CASES, REGARDLESS OF THE FORM OF THE ACTION AND WHETHER SUCH DAMAGES WERE FORESEEN OR UNFORESEEN AND EVEN IF MUZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AN ACTION FOR NON-PAYMENT BY MUZE, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED. 

(e) Search Engine Guideline Penalties. Client shall inform MUZE of any past or future marketing plans implemented or to be implemented by Client so that MUZE may factor such plans into its planning for the Services hereunder. MUZE shall not be responsible for any search engine guideline penalties caused by Client’s marketing plans, whether or not disclosed to MUZE. 

(f) Third-party Art. From time to time, Client may request MUZE to provide photographs, images, infographics, illustrations or other artwork in connection with MUZE’s provision of the Services. To the extent that such photographs, images, infographics, illustrations or other artwork are sourced by MUZE from one or more third-party services and provided to Client as part of the Services, such items constitute “Third-party Art” hereunder. MUZE cannot, and does not, guaranty that all Third-party Art is validly-licensed for Client’s intended or actual use. ACCORDINGLY, CLIENT ACKNOWLEDGES AND AGREES THAT IF CLIENT REQUESTS MUZE TO INCLUDE THIRD-PARTY ART AS A COMPONENT OF THE SERVICES, CLIENT ASSUMES ALL RISKS ASSOCIATED WITH CLIENT’S USE OF THIRD-PARTY ART. CLIENT AGREES TO PERFORM WHATEVER DUE DILIGENCE CLIENT BELIEVES IS NECESSARY IN ORDER TO PERMIT CLIENT TO USE THIRD-PARTY ART INCLUDED IN THE SERVICES (INCLUDING WITHOUT LIMITATION, OBTAINING AN INDEPENDENT LICENSE IN CLIENT’S NAME TO USE SUCH THIRD-PARTY ART). CLIENT HEREBY AGREES TO HOLD HARMLESS MUZE, ITS AFFILIATES, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS AND PERMITTED ASSIGNS, FROM AND AGAINST ANY AND ALL COSTS INCURRED OR PAID BY CLIENT OR ANY THIRD-PARTY ON ACCOUNT OF THIRD-PARTY ART INCLUDED WITH THE SERVICES, EXCEPTING THEREFROM, COSTS INCURRED AS A DIRECT AND PROXIMATE RESULT OF MUZE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

(g) Third-party Policies. ® Client acknowledges that the ability of MUZE to provide Services comprising, in whole or in part, e-mail marketing, is dependent on the policies and procedures of third-party providers such as Google®, Facebook®, Instagram®, and MailChimp®. Third-party providers may prohibit Client’s use of purchased, rented or third-party lists of e-mail addresses or marketing activities deemed unacceptable pursuant to terms of service, acceptable use policies or other rules established by such third-party providers. The inability of MUZE to utilize such third-party services to accomplish marketing goals may adversely impact MUZE’s performance of the Services and shall constitute an excusable force majeure event pursuant to Section 12(c) of these Terms and Conditions. 

12. Confidential Information. 

(a) Definition. For purposes of this Section 12, “Confidential Information” of a Disclosing Party shall mean and include any information, written or oral, which relates to such Disclosing Party’s business, products, processes or services that is specifically designated as “Confidential Information” by such Disclosing Party or that constitutes “trade secrets”. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (a) information that was already known to the receiving party prior to disclosure or is later made public by or for the Disclosing Party on an authorized basis; (b) information obtained or readily ascertainable from the general public; (c) information received from a third-party not known to be employed by or affiliated with the disclosing party; (d) information that was independently developed by the Receiving Party without reference to Confidential Information; and (e) information which is or becomes known to the general public other than through a breach of this Agreement. Client acknowledges and agrees that MUZE may share information about MUZE’s customers and basic information about Client’s listing and statistical summary data with prospective customers for the purpose of marketing MUZE’s services. The terms of this Agreement, along with MUZE’s pricing, software and technical documentation related to the Services shall be deemed Confidential Information regardless of any lack of designation. 

(b) Duties. Each party (a “Receiving Party”) shall treat all Confidential Information, tangible and intangible, received by it in connection with this Agreement that pertains to the other party (a “Disclosing Party”) as confidential and proprietary information of the Disclosing Party, will not make any such Confidential Information available to any other person (except a subcontractor or contractor/affiliate who has also agreed to provisions substantially similar to those set forth in this Section 12), will use reasonable care to protect such Confidential Information from theft, loss, misuse and disclosure and will not use such Confidential Information except for Receiving Party’s benefit in connection with this Agreement. Each Receiving Party will, to the extent reasonably possible, return to the Disclosing Party all Confidential Information on termination of this Agreement. If a Receiving Party is ordered by law to disclose Confidential Information, such Receiving Party may do so, but only to the extent required by applicable law or process and only after first giving the Disclosing Party prompt written notice of that order. 

(c) Remedies. The Parties acknowledge that the Confidential Information is of a special and extraordinary character, and that any breach of this Section 12 will cause a Disclosing Party irreparable injury and damage, and so each Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it, to injunctive relief to prevent, cease or otherwise redress that breach. 

13. Recording and Tracking of Calls. Client agrees that Client’s telephone conversations with Client’s customers or prospects, which occur as a result of the Services may be recorded unless Client specifically elects not to have such calls recorded by written notice to MUZE. Client agrees that MUZE may collect, store, analyze, track and process call meta-data (such as phone numbers, IP addresses, dates and times) relating to such calls, whether or not Client elects not to have such calls recorded. Any customer or prospect calls may begin with an announcement that the call may be recorded for quality assurance and training purposes. Both parties agree that if the customer or prospect continues with the call after this announcement, this constitutes the caller’s de facto consent to the recording. For purposes of quality assurance, assessment of effectiveness of its services, or all other lawful purposes, MUZE may, but is not obligated to, access and review all recorded call data. MUZE may delete all recorded call data 30 days after the Subscription Period and shall have no obligation to store or retain such data thereafter. CLIENT REPRESENTS WARRANTS AND COVENANTS THAT IT WILL HAVE ALL NECESSARY RIGHTS TO IMPLEMENT CALL TRACKING FEATURES PROVIDED BY MUZE HEREUNDER. CLIENT ACKNOWLEDGES THAT MUZE DISCLAIMS ALL LIABILITY THAT MAY ARISE AS A RESULT OF PROVIDING SUCH CALL TRACKING SERVICES. 

14. Miscellaneous. 

(a) Assignment. Client may not assign any of its rights or obligations under this Agreement, by operation of law or otherwise, without first obtaining MUZE’s written consent, except that Client may assign this Agreement without MUZE’s consent (i) to an affiliate (controlled by or under common control with, Client); or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Client’s assets not involving a direct competitor of MUZE; provided that Client provides prompt written notice to MUZE of such assignment. Any permitted assignment by Client shall not modify the terms hereof, including without limitation, the specific geographic location applicable to the Services. Any attempt to assign Client’s rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. 

(b) Notice. Except as otherwise provided in this Agreement, any notice to Client that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon transmission when sent by e-mail or mailed by first class, registered or certified mail, postage prepaid or when sent by overnight courier service, to the address provided by Client in the sign-up materials provided to MUZE in connection with entering into this Agreement or to such other address as provided in writing by Client to MUZE for such purposes. Except as otherwise provided in this Agreement, any notice to MUZE that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by contact form or mailed by first class, registered or certified mail, postage prepaid or when sent by overnight courier service, such as Federal Express or equivalent, to: MUZE, 25 Corsham Drive, Whitby, Ontario, Canada L1M 2K5 Attn: Legal Notice. Upon receipt, if a valid e-mail address is provided and remains current, MUZE may give notice to or communicate with Client by e-mail addressed to the persons identified in the sign-up process or to such other e-mail address or persons as Client shall hereafter specify by prior written notice. By providing an e-mail address, Client agrees that any receipt received by MUZE from Client’s service provider or Internet computer server indicating that the e-mail was received shall be deemed proof that Client received the message. If Client cannot see or print all or a portion of a message, Client agrees that it is Client’s responsibility to contact MUZE to resolve such technical issues. 

(c) Force Majeure. Due performance of any duty or obligation hereunder by MUZE hereunder shall be excused if prevented by acts of God, information providers or other service providers, public enemy, war, terrorism, any accident, explosion, fire, storm, earthquake, flood, strike, computer outage or virus, telecommunications failure or any other circumstance beyond or event MUZE’s reasonable control. Client acknowledges that MUZE has no responsibility for or control over search engines or Internet database partner(s) usage of customer data in fulfilling Internet search queries or any particular placement of any information from Client as a result of a search or query on any third-party Web site. Client further acknowledges that MUZE has no responsibility for, or control over, third-party social media content requirements or rules applicable thereto. 

(d) Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, then the validity, legally or enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, the parties waive any provisions of law that render any provision of this Agreement invalid, illegal or unenforceable in any respect. 

(e) Waiver or Consent. Any failure by either of the Parties to comply with any obligation, covenant, condition or agreement contained herein may be waived in writing by the party entitled to the benefits thereof, but such waiver or failure to insist on strict compliance with such obligation, covenant, condition or agreement shall not operate as a waiver of or estoppel with respect to any subsequent or other failure. To be effective, any consent by MUZE must be in writing and signed by an authorized representative of MUZE. 

(f) Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces all prior writings or oral negotiations or other understandings with respect thereto. 

(g) Independent Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, fiduciary or (except as expressly set forth in Section 2) agency relationship between the parties, or as authorizing either party to act as an agent for the other. The parties to this Agreement are independent parties. 

(h) Resolution of Disputes; Binding Arbitration; No Class Representative Actions or Arbitrations. 

(i) ANY AND ALL CLAIMS BETWEEN MUZE AND CLIENT BE RESOLVED IN BINDING ARBITRATION RATHER THAN IN COURT. MUZE and Client agree to submit to individual arbitration the resolution of any and all Claims (defined herein) by or between MUZE or its affiliates and Client relating to the Services or these Terms of Service. “Claim(s)” means any dispute, claim or controversy by or between Client and/or MUZE or its affiliates, relating to the Services and/or these Terms of Service, as may be modified from time-to-time, and the subject matter hereof, including, but not limited to, any contract, tort, statutory, or equity claims. 

(ii) CLIENT AND MUZE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WHETHER IN ARBITRATION OR IN COURT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Client and MUZE expressly agree that any Claim is personal to Client and MUZE and its affiliates, and any such Claim shall only be resolved by an individual arbitration and shall in no event be brought as a class arbitration, a class action, or any other representative proceeding. The arbitrator may only conduct an individual arbitration and may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. 

(i) Governing Law; Forum for Disputes. This Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada applicable to agreements made and wholly performed therein or anywhere else in Canada or the USA. Client hereby consents to the exclusive jurisdiction of the federal, provincial and municipal courts of competent jurisdiction located in Durham region, Ontario, Canada for the adjudication of any disputes arising out of or relating to this Agreement or Client’s access to or use of the Services. Client hereby waives any objection to venue or inconvenient forum laid therein. 

(j) Revisions. In order to meet changes in search engine guidelines or other factors impacting Web and social media content optimization and marketing trends, MUZE may revise this Agreement at any time by updating this posting and providing Client with written notice of such update. Client should visit this page from time to time to review the current Agreement, which shall continue to be binding on Client in its revised form. 

(k) Privacy Policies. The MUZE Privacy Policy available at www.MUZE.com/privacy-policy is hereby incorporated into this Agreement. By receiving the Services, Client is deemed to have read and accepted the MUZE Privacy Policy. Violation of the MUZE Privacy Policy by Client shall be a material breach of this Agreement. If MUZE creates a Business Center on behalf of Customer as part of the Services, Customer shall review and comply with all duties and responsibilities of Customer in accordance with such Business Center privacy policy. 

TERMS OF SERVICE AGREEMENT – PAID ADVERTISING 

Rev. December 23, 202 

This Terms of Service Agreement – Paid Advertising (“Agreement”) provides the terms and conditions pursuant to which Muze Marketing, a company located in Ontario, Canada (“MUZE”) will provide Paid Advertising Services (defined herein) to Client. As used in this Agreement, “Client” means a natural person or legal entity (such as a corporation, limited liability company, firm, partnership or other entity recognized at law) who subscribes for and receives the Services, together with such person or entity’s affiliates, subsidiaries, successors and assigns. 

THE PAID ADVERTISING SERVICES ARE OFFERED TO CLIENT ONLY UPON THE CONDITION THAT CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY RECEIVING OR USING ANY OF THE PAID ADVERTISING SERVICES, IN WHOLE OR IN PART, CLIENT AGREES TO ENTER INTO THIS AGREEMENT. 

1. Paid Advertising Services. In consideration of the promises of Client set forth herein (including without limitation Client’s payment of the consideration for the Paid Advertising Services as herein provided), MUZE will provide Client with advertising services intended to promote Client and/or Client’s business through search engine marketing directed to online search engines including but not limited to Google®, Yahoo!®, and Bing® and online display advertising through online publishers such as Google® Ads Display Network, Facebook® and Twitter® (all such services, collectively, “Paid Advertising Services”). Paid Advertising Services may involve MUZE providing Client with statistical data concerning the effectiveness of the Paid Advertising Services in a given period (“Tracking Information”). Tracking Information may be partially comprised of recorded information resulting from customer or prospect telephone inquiries resulting from the Paid Advertising Services (“Call Tracking Information”). In connection with the delivery of the Paid Advertising Services, MUZE will deliver detailed reports to Client using its proprietary reporting system (the “Reporting System”). MUZE will use commercially reasonable efforts to effectuate placement of Client’s advertising in geographic location(s) identified by Client in the sign-up process, provided however, that MUZE does not guarantee that such advertising will be displayed in such target locations. 

2. Campaign Period. MUZE will provide the Paid Advertising Services to Client on a periodic basis agreed upon by Client and MUZE during the sign-up period (the “Campaign Period”). Unless earlier terminated as provided herein, the Campaign Period will begin on the date MUZE commences the Paid Advertising Services by submitting placement orders to search engines and/or publishers. Due to applicable start-up requirements and third-party search engine or publisher procedures, the Campaign Period start date may not immediately correspond to the date designated in the sign-up documentation. The Campaign Period will end at the time Client’s Advertising Budget (defined herein) is substantially depleted in a given Campaign Period. Generally, a Campaign Period is intended to correspond to a month-to-month advertising cycle; however, MUZE cannot guarantee that Client’s Advertising Budget will be fully utilized within any particular time period. Therefore, Client’s Campaign Period could be shorter or longer depending on the application of Client’s Advertising Budget from time to time. MUZE shall have the full and complete authority with respect to the application of the Advertising Budget during the Campaign Period. 

3. Campaign Budget and Other Fees. Client agrees to pay the following amounts in furtherance of the Paid Advertising Services in accordance with the payment procedures set forth in Section 4: 

a. Campaign Budget amounts agreed upon by Client during the sign-up period, on a recurring basis at the beginning of each Campaign Period, which amounts will be applied from Client’s account retained by MUZE, as and when determined by MUZE (in its sole and absolute discretion), to secure placement of advertising in connection with the Paid Advertising Services on behalf of Client. 

b. Service fees charged by MUZE for managing and tracking Client’s campaign during the Campaign Period, including provision by MUZE of selection, placement, optimization, formulation, tracking, monitoring and related services toward implementation and management of Client’s campaign during the Campaign Period (collectively, “Management Fees”). Management Fees shall consist of a percentage of the Campaign Budget pursuant to MUZE’s Paid Advertising Fee Schedule, as amended from time to time by MUZE. 

c. If agreed upon by Client during the sign-up period, MUZE will also be entitled to receive a one-time onboarding fee with respect to administrative aspects of establishing Client’s Paid Advertising campaign (onboarding to include items such as key-word development, phone tracking set-up, creative services and other administrative items). 

The amounts described in Section 3 are referred to collectively as “Campaign Charges”). MUZE reserves the right to change any of the Campaign Charges at any time, on written notice to Client. Such changes (if any) will take effect in the Campaign Period immediately following the notice to Client. 

4. Payment Terms. 

a. Unless otherwise agreed upon by MUZE in writing, all Campaign Charges are payable in advance in immediately available funds, in U.S. or Canadian Dollars, by credit card (Visa, MasterCard or American Express) or automatic checking account withdrawal (“ACH”). Campaign Charges are payable in advance prior to the initiation of each Campaign Period, with the initial payment and associated onboarding fee (if any) being a requirement of the initial Paid Advertising Services and associated campaign. 

b. MUZE may retain and store Client’s payment information, including but not limited to, credit card number and expiration date or ACH account and routing information. Client agrees that any billing and payment information provided by Client to MUZE may be used by third-party payment processors and agents, solely for billing and collection purposes. 

Due to the nature of the Services, all Campaign Charges expended or earned by MUZE for each Campaign Period are non-refundable. 

d. Client hereby authorizes MUZE to process payment by the credit card or ACH payment method agreed-up by Client (or such other credit card or ACH payment method as is established by Client by notice to MUZE from time to time) for all Campaign Charges on a monthly basis. Confirmation of payment of all Campaign Charges for the current Campaign Period shall be a requirement of MUZE’s providing any Paid Advertising Services for such Campaign Period. Client acknowledges that all Campaign Charges must be paid before any amounts are spent for the Campaign Period and that MUZE may terminate or suspend Paid Advertising Services in the event Client fails to pay such amounts as required herein. Unspent amounts will rollover into the next Campaign Period, with two exceptions: (i) If the Client cancels MUZE will keep any unspent amounts; and (ii) if the unspent amount is $10 or less for any bill period, it will not roll over. 

e. Client may change its method of payment on 30-days written notice to MUZE. 

f. In the event Client and MUZE agree upon a different Campaign Budget during any Campaign Period, such revised Campaign Budget (and corresponding Campaign Charges) may be applicable in the current Campaign Period, the Campaign Period immediately following the current Campaign Period, or both. MUZE will confirm to client by electronic mail the details relating to any different Campaign Budget, and the application of such Budget to the current and following Campaign Periods and any other aspects of such different Campaign Budget. 

g. Failure by Client to maintain valid and current payment arrangements with MUZE may result in interruption or cancellation of the Paid Advertising Services. Such interruption does not relieve Client of the obligation to pay for Paid Advertising Services already provided to Client by MUZE. If MUZE is, or becomes, required by law to deduct or withhold any taxes (including without limited to sales taxes, use taxes, ad valorem taxes, or similar charges or assessments) from amounts due to MUZE from Client, then all amounts due from Client shall be increased so that the Management Fee actually received by MUZE after deduction or withholding of any such tax, charge or assessment will equal 100% of the Management Fee otherwise applicable. 

h. All amounts not paid by Client shall bear interest at a rate of 1.0% per month (or the highest rate permitted by law, if less). Client agrees to pay all costs of collection (including reasonable attorney’s fees, expert witness fees, court costs, etc.) incurred by MUZE arising from or relating to enforcement of its rights against Client under this Agreement. 

i. Client is not entitled to any credits, rebates, discounts (volume or otherwise) or refunds provided to MUZE by any third-party online search providers or publishers. 

5. Termination. 

a. This Agreement and any renewal subscription arising hereunder may be terminated by Client by delivery to MUZE of Client’s intention not to renew prior to the end of the then-current Subscription Period. Any termination notice received later than the end of the current Subscription Period shall be effective immediately following the next applicable Subscription Period. 

b. MUZE may terminate this Agreement if Client violates any provision of this agreement or the MUZE Privacy Policy, and Client does not cure any such breach within 10 days of notification of the breach from MUZE. Failure to pay the agreed upon fees in a timely manner constitutes a material breach. Failure to respond to communications from MUZE within 10 days constitutes a material breach. MUZE may also terminate this Agreement for any reason or for no reason, upon 30 days written notice to Client. 

c. Upon termination of this Agreement for any reason, Client shall discontinue any use, retention, display or distribution of any of the work product or materials provided to Client by MUZE hereunder (including without limitation, MUZE’s trademarks and the Reporting System) and delete from all storage servers and devices all such work product or materials received under this Agreement. Upon termination of this Agreement, MUZE shall return to Client, delete or destroy (in MUZE’s sole and absolute discretion) all Client Data (defined herein) provided by Client during the term of this Agreement. 

d. Termination is a remedy in addition to, and not in place of, any other measure(s) which may be available to MUZE in equity or in law. 

e. In the event of termination by either party, the indemnification provision contained in Section 12 shall survive any such termination and remain in effect for a period of 3 years after termination. 

f. In the event of a termination initiated by MUZE due to Client’s breach of this Agreement, MUZE shall retain any remaining balance in Client’s account as partial liquidated damages. 

6. External Provisions. Both parties acknowledge and agree to the Google Adwords Policies currently located at https://support.google.com/adwordspolicy/answer/1316548?hl=en and also to the Google Privacy Policy currently located at https://www.google.com/intl/en/policies/privacy/,, both of which are hereby incorporated by reference within this Agreement. Client agrees that Client’s consent herein shall also apply to any future successor policies published by Google covering substantially the same material. In the event that either party does not agree with these external provisions, then their sole remedy shall be to exercise their rights under the termination clause of this 

Agreement. 

Both parties also acknowledge and agree that MUZE may use other third-party vendors, such as (without limitation) Facebook and Microsoft in the delivery of the Paid Advertising Services hereunder. Client acknowledges that such third parties may require adherence by both parties to policies governing items such as prohibited content, prohibited practices, restricted content, editorial and technical quality standards, and privacy. When such third-party policies apply to the delivery of the Paid Advertising Services hereunder, the Parties shall comply with such third-party policies. To the extent such third-party policies are required to be incorporated into this Agreement, they are hereby so incorporated. 

7. Recording and Tracking of Calls. Client agrees that Client’s telephone conversations with Client’s customers or prospects, which occur as a result of the Paid Advertising Services may be recorded unless Client specifically elects not to have such calls recorded by written notice to MUZE. Client agrees that MUZE may collect, store, analyze, track and process call meta-data (such as phone numbers, IP addresses, dates and times) relating to such calls, whether or not Client elects not to have such calls recorded. Any customer or prospect calls may begin with an announcement that the call may be recorded for quality assurance and training purposes. Both parties agree that if the customer or prospect continues with the call after this announcement, this constitutes the caller’s de facto consent to the recording. For purposes of quality assurance, assessment of effectiveness of its services, or all other lawful purposes, MUZE may, but is not obligated to, access and review all recorded call data. MUZE may delete all recorded call data 30 days after the end of each Campaign Period and shall have no obligation to store or retain such data thereafter. CLIENT REPRESENTS WARRANTS AND COVENANTS THAT IT WILL HAVE ALL NECESSARY RIGHTS TO IMPLEMENT CALL TRACKING FEATURES PROVIDED BY MUZE HEREUNDER. CLIENT ACKNOWLEDGES THAT MUZE DISCLAIMS ALL LIABILITY THAT MAY ARISE AS A RESULT OF PROVIDING SUCH CALL TRACKING SERVICES. 

8. Third-party Art. From time to time, Client may request MUZE to provide photographs, images, infographics, illustrations or other artwork in connection with MUZE’s provision of the Paid Advertising Services. To the extent that such photographs, images, infographics, illustrations or other artwork are sourced by MUZE from one or more third-party services and provided to Client as part of the Paid Advertising Services, such items constitute “Third-party Art” hereunder. MUZE cannot, and does not, guaranty that all Third-party Art is validly licensed for Client’s intended or actual use. ACCORDINGLY, CLIENT ACKNOWLEDGES AND AGREES THAT IF CLIENT REQUESTS MUZE TO INCLUDE THIRD-PARTY ART AS A COMPONENT OF THE PAID ADVERTISING SERVICES, CLIENT ASSUMES ALL RISKS ASSOCIATED WITH CLIENT’S USE OF THIRD-PARTY ART. CLIENT AGREES TO PERFORM WHATEVER DUE DILIGENCE CLIENT BELIEVES IS NECESSARY IN ORDER TO PERMIT CLIENT TO USE THIRD-PARTY ART INCLUDED IN THE PAID ADVERTISING SERVICES (INCLUDING WITHOUT LIMITATION, OBTAINING AN INDEPENDENT LICENSE IN CLIENT’S NAME TO USE SUCH THIRD-PARTY ART). CLIENT HEREBY AGREES TO HOLD HARMLESS MUZE, ITS AFFILIATES, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS AND PERMITTED ASSIGNS, FROM AND AGAINST ANY AND ALL COSTS INCURRED OR PAID BY CLIENT OR ANY THIRD-PARTY ON ACCOUNT OF THIRD-PARTY ART INCLUDED WITH THE PAID ADBERTISING SERVICES, EXCEPTING THEREFROM, COSTS INCURRED AS A DIRECT AND PROXIMATE RESULT OF MUZE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

9. Copyright. Ownership of content generated by MUZE in connection with the Paid Advertising Services transfers from MUZE to Client only after payment in full by Client of all amounts applicable to such content. MUZE’s Reporting System and any methods of optimization disclosed by MUZE to client cannot be copied or used by Client except as expressly contemplated by this Agreement in connection with the Paid Advertising Services, and any such right shall terminate upon termination of this Agreement unless expressly authorized in writing by MUZE. Client acknowledges that, at MUZE’s expense, a domain name and advertising account with one or more third-party providers may be registered and hosted by third parties, with a website page or landing page approved by the client and created by MUZE in furtherance of delivery of the Paid Advertising Services. Such domain, advertising account information and log-in password and credentials, together with all related advertising account and website content, shall remain the property of MUZE and shall not be transferrable to Client. 

10. Client Data; License. 

a. Client is responsible for providing MUZE with current and accurate data necessary for MUZE to provide the Services. As used herein, “Client Data” shall include, without limitation, client’s website domain name and URL, Client’s business name, address, telephone number(s), facsimile number(s), e-mail addresses and e-mail address lists and related information, social media and website content subject matter, ideas and concepts, artwork, photographs, images and other materials or data submitted by Client to MUZE to enable MUZE to provide the Paid Advertising Services hereunder. Client hereby grants MUZE a non-exclusive, royalty-free, worldwide license during the term of this Agreement and all renewal terms to use, copy, display, modify and transmit the Client Data for purposes of providing the Paid Advertising Services. 

b. Client represents and warrants to MUZE that: (a) Client owns or has all requisite rights, licenses and permissions to submit the Client Data to MUZE for the use contemplated by the Paid Advertising Services; (b) the use by MUZE of the Client Data for the purposes of providing the Paid Advertising Services hereunder does not, and will not, infringe any intellectual property or other rights of any third-party or the laws, rules, regulations, orders or treaties of any governmental authority or jurisdiction; (c) the Client Data does not, and will not, infringe upon any trademark, copyright, contract or property rights of any third parties and that Client has paid any and all royalties or other charges to be paid pursuant to the copyright law of the United States, any statute, order or other law, right or contract governing the Client Data; (d) the Client Data does not, and will not, contain any materials which are libelous, defamatory, obscene, or invades the rights of privacy or other rights of any individual; (e) Client has all necessary power and authority to enter into and perform in accordance this Agreement; (f) this Agreement is legal, valid, binding and enforceable against Client; and (g) neither the execution of, nor performance under, this Agreement by Client violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Client. 

c. MUZE shall have discretion to select individual words or phrases (“Keywords”) to be used in furtherance of the Advertising Services. If Client requests the use of certain Keywords, MUZE will exercise reasonable efforts to employ such Keywords within the scope of the Paid Advertising Services. MUZE shall not be liable to client or third parties in the event Client requests MUZE to use Keywords comprised of trademarks or other protected intellectual property of such third parties (such as competitors). MUZE may (but shall have no obligation to), from time to time, remove from Client’s campaign, or suspend the use of, Keywords which MUZE determines, in its sole and absolute discretion may interfere with third-party intellectual property rights. 

d. While MUZE may use Client’s customer lists or customer information for purposes of providing the Services, MUZE does not sell or distribute to third parties Client’s customer lists or aggregated customer information. 

e. In the course of providing the Services, MUZE may collect information concerning third parties (such as e-mail addresses, name and other contact information submitted by third parties in reviews) or information concerning third parties provided by Client (such as e-mail addresses and other information pertaining to customers and prospects). Client acknowledges that all such information, whether collected by MUZE from third parties or provided by Client to MUZE, may be used by MUZE across one or more platforms to perform the Services, including future plans and services not currently provided by MUZE but made available to Client at a future time. 

11. Client Representations and Warranties; Covenants. Client acknowledges that Client is solely responsible for any liability arising out of or relating to Client’s internet websites and social media sites, any advertisement or content provided by Client hereunder (including Keywords requested by Client and used by MUZE as part of the Advertising Services) and any material to which users can link through such advertising content. In addition to Client’s representations and warranties concerning Client Data set forth in Section 10 hereof, Client represents and warrants that Client’s current Internet website, social media sites and all modifications thereof or additions thereto during the term of this Agreement do not and will not: (a) infringe on any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute, ordinance, rule or regulation, including, without limitation, laws and regulations governing export control, country of origin, customs/duties, tariffs, false advertising, privacy, unfair competition and taxation; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain or deploy viruses, worms, Trojans, malware, or similar harmful programming routines. 

In addition, to the extent that the Client Data consists of e-mail addresses or e-mail address lists, Client represents and warrants to MUZE that Client obtained such e-mail addresses or e-mail address lists using legitimate and lawful means and in compliance with all U.S. and Canadian federal, provincial, state and foreign laws, rules and regulations associated with e-mail marketing activities (including without limitation, gaining all required addressee consents to use e-mail addresses for marketing purposes and providing addressees with any requisite opt-out notifications required by such laws, rules or regulations). 

Furthermore, to the extent the Client Data contains any personal information of individuals or other covered data subjects, Client represents and warrants that Client’s business practices, including Client’s use of the Services and MUZE’s rendering of the Services to Client pursuant to this Agreement, shall not violate any U.S. federal, state, or foreign laws, rules and regulations associated with the collection, processing, cross-border transfer, or other transmission of such personal information. Without limiting the foregoing, Client represents that MUZE’s Services to Client under this Agreement either (i) will not implicate the privacy laws of the California, Canada, and/or the European Union General Data Protection Regulation (GDPR); or (ii) Client’s activities, including the use the Services, shall be in full compliance with all such applicable laws, rules, and regulations. Client’s compliance shall include but not be limited to the specific compliance obligations of the state of California set forth in Section 12 below, as applicable. 

12. Compliance with Privacy Laws 

To the extent the Client Data contains any personal information of individuals or other covered data subjects, Client represents and warrant that Client’s business practices, including Client’s use of the Services and MUZE’s rendering of the Services to Client pursuant to this Agreement, shall not violate any U.S. federal, state, or foreign laws, rules and regulations associated with the collection, processing, cross-border transfer, or other transmission of such personal information. Without limiting the foregoing, Client agrees to each of the following specific data privacy obligations. 

(a) General Data Privacy Regulation (EU 2016/679) 

It is the stated policy of MUZE to avoid activity subject to regulation European Union General Data Protection Regulation (GDPR). Client represents and warrants that, for purposes of GDPR: (i) Client is not established in the European Union and conducting data processing activities in the context of such business activities; (ii) Client is not offering goods or services to individuals in the European Union, and (iii) Client is not monitoring the behavior of individuals within the European Union. Client shall be solely responsible for and shall fully indemnify, defend, and hold MUZE harmless in the event of any violation of GDPR in breach of Client’s aforementioned representations and warranties. 

(b) California Shine the Light Law 

For purposes of Cal. Civ. Code § 1798.83 (“Shine the Light”), if and to the extent this law is applicable, Client agrees that Client is the “business” and MUZE shall be a “third-party.” To the extent Client discloses to MUZE the personal information of customers with whom Client has an “established business relationship,” Client agrees not to provide such personal information to MUZE for MUZE’s own direct marketing purposes. 

In the course of MUZE performing the Services, the Parties anticipate disclosures consistent with the circumstances identified in Cal. Civ. Code § 1798.83(d) as being among the disclosures not deemed to be disclosures of personal information by a business for a third-party’s direct marketing purposes, including: 

(1) Disclosures between a business and a third-party pursuant to contracts or arrangements pertaining to any of the following: 

(A) The processing, storage, management, or organization of personal information, or the performance of services on behalf of the business during which personal information is disclosed, if the third-party that processes, stores, manages, or organizes the personal information does not use the information for a third-party’s direct marketing purposes and does not disclose the information to additional third parties for their direct marketing purposes. 

(B) Marketing products or services to customers with whom the business has an established business relationship where, as a part of the marketing, the business does not disclose personal information to third parties for the third parties’ direct marketing purposes. 

(C) Maintaining or servicing accounts, including credit accounts and disclosures pertaining to the denial of applications for credit or the status of applications for credit and processing bills or insurance claims for payment. 

(D) Public record information relating to the right, title, or interest in real property or information relating to property characteristics, as defined in Section 408.3 of the Revenue and Taxation Code, obtained from a governmental agency or entity or from a multiple listing service, as defined in Section 1087, and not provided directly by the customer to a business in the course of an established business relationship. 

(E) Jointly offering a product or service pursuant to a written agreement with the third-party that receives the personal information, provided that all of the following requirements are met: 

(i) The product or service offered is a product or service of, and is provided by, at least one of the businesses that is a party to the written agreement. 

(ii) The product or service is jointly offered, endorsed, or sponsored by, and clearly and conspicuously identifies for the customer, the businesses that disclose and receive the disclosed personal information. 

(iii) The written agreement provides that the third-party that receives the personal information is required to maintain the confidentiality of the information and is prohibited from disclosing or using the information other than to carry out the joint offering or servicing of a product or service that is the subject of the written agreement. 

(a) Privacy Rights for California Minors 

For purposes of Client’s compliance with Cal. Civ. Code § 22580, Client agrees, represents and warrants, that if Client’s Business Center (or other Services provided by MUZE) is directed to minors Client will not market or advertise a product or service identified in Subdivision (i) of Cal. Civ. Code § 22580 and further, if Client has actual knowledge that a minor is using Client’s Business Center (or other Services provided by MUZE), Client will not market or advertise a product or service identified in Subdivision (i) of Cal. Civ. Code § 22580 to said minor. The products and services identified in Subdivision (i) of Cal. Civ. Code § 22580 for marketing and advertising restrictions are as follows: 

(1) Alcoholic beverages, as referenced in Sections 23003 to 23009, inclusive, and Section 25658. 

(2) Firearms or handguns, as referenced in Sections 16520, 16640, and 27505 of the Penal Code. 

(3) Ammunition or reloaded ammunition, as referenced in Sections 16150 and 30300 of the Penal Code. 

(4) Handgun safety certificates, as referenced in Sections 31625 and 31655 of the Penal Code. 

(5) Aerosol container of paint that is capable of defacing property, as referenced in Section 594.1 of the Penal Code. 

(6) Etching cream that is capable of defacing property, as referenced in Section 594.1 of the Penal Code. 

(7) Any tobacco, cigarette, or cigarette papers, or blunt wraps, or any other preparation of tobacco, or any other instrument or paraphernalia that is 

designed for the smoking or ingestion of tobacco, products prepared from tobacco, or any controlled substance, as referenced in Division 8.5 (commencing with Section 22950) and Sections 308, 308.1, 308.2, and 308.3 of the Penal Code. 

(8) BB device, as referenced in Sections 16250 and 19910 of the Penal Code. 

(9) Dangerous fireworks, as referenced in Sections 12505 and 12689 of the Health and Safety Code. 

(10) Tanning in an ultraviolet tanning device, as referenced in Sections 22702 and 22706. 

(11) Dietary supplement products containing ephedrine group alkaloids, as referenced in Section 110423.2 of the Health and Safety Code. 

(12) Tickets or shares in a lottery game, as referenced in Sections 8880.12 and 8880.52 of the Government Code. 

(13) Salvia divinorum or Salvinorin A, or any substance or material containing Salvia divinorum or Salvinorin A, as referenced in Section 379 of the Penal Code. 

(14) Body branding, as referenced in Sections 119301 and 119302 of the Health and Safety Code. 

(15) Permanent tattoo, as referenced in Sections 119301 and 119302 of the Health and Safety Code and Section 653 of the Penal Code. 

(16) Drug paraphernalia, as referenced in Section 11364.5 of the Health and Safety Code. 

(17) Electronic cigarette, as referenced in Section 119405 of the Health and Safety Code. 

(18) Obscene matter, as referenced in Section 311 of the Penal Code. 

(19) A less lethal weapon, as referenced in Sections 16780 and 19405 of the Penal Code. 

For purposes of Client’s compliance with Cal. Civ. Code § 22581, Client agrees, represents and warrants, that Client will not permit a minor to become a “registered user” of your Business Center or any other Services provided by MUZE. Further, Client agrees, represents and warrants, that Client will not use Client’s Business Center or any other Services provided by MUZE to accept the posting of content or information by users. 

(c) California Consumer Privacy Act of (CCPA) 

In cases in which the Services include the collection of personal information of California consumers, and to the extent of the applicability of California Consumer Privacy Act (CCPA), Cal. Civ. Code § 1798.100 - 1798.199, and amendments thereof and regulations thereto, the parties agree that this [Section 9(c)] [12(c)] shall supplement their Agreement and shall control in the event of a conflict with any other provision of this Agreement. This Section, and the parties obligations hereunder, shall not apply in the case of an applicable exception to the CCPA, including each such exception set forth in Cal. Civ. Code § 1798.145. 

Any terms defined in the CCPA have the same meaning when used in this Section.  Proper terms not defined in the CCPA have the meaning defined elsewhere in this Agreement. 

The parties agree that their relationship under the CCPA is the following: 

• Client shall be considered a “business”, which alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information. 
• MUZE shall be considered a “service provider”, which processes information on behalf of the Client and to which the Client discloses a consumer’s personal information for a business purpose pursuant to this Agreement.  To the extent MUZE collects personal information directly from a consumer, or about a consumer, in the course of providing the Services, it does so on the Client’s behalf and at the Client’s direction. 
• Customers of the Client may be “consumers” if they meet the definition set forth in the CCPA. 

The parties agree that MUZE may process information on behalf of Client and Client may disclose a consumer’s personal information to MUZE for a business purpose pursuant to this Agreement, provided that MUZE shall be prohibited from retaining, using, or disclosing the personal information for any purpose other than for the specific purpose of performing the Services specified in this Agreement, or as otherwise permitted by the CCPA, including retaining, using, or disclosing the personal information for a commercial purpose other than providing the Services specified in this Agreement. 

More specifically, MUZE shall not retain, use, or disclose personal information obtained in the course of providing Services except: 

• To process or maintain personal information on behalf of the Client, and in compliance with this Agreement; 
• To retain and employ another service provider as a subcontractor, where the subcontractor meets the requirements for a service provider under the CCPA and all applicable regulations; 
• For internal use by MUZE to build or improve the quality of its services, provided that the use does not include building or modifying household or consumer profiles to use in providing services to another business, or correcting or augmenting data acquired from another source; 
• To detect data security incidents, or protect against fraudulent or illegal activity; or 
• For the purposes enumerated in Cal. Civil Code § 1798.145. 

MUZE shall not sell data on behalf of Client when a consumer has opted-out of the sale of their personal information with the Client.  Client shall be responsible for communicating any such consumer request to MUZE. 

If MUZE receives a request to know or a request to delete from a consumer, MUZE shall either act on behalf of the Client in responding to the request or inform the consumer that the request cannot be acted upon because the request has been sent to a service provider. 

MUZE shall comply with the CCPA and all applicable regulations with regard to any personal information that it collects, maintains, or sells outside of its role as a service provider. 

(d) Client Policies 

Client shall be solely responsible for its compliance with all applicable laws and regulations, including those pertaining to privacy and security of personal information. Without limiting the foregoing, Client shall be responsible for developing and following its own policies and procedures, disclaimers, terms of use, consents, authorizations and for providing all required notices (collectively “Client Policies”) to its Customers and other visitors to or users of Client’s Business Center (or other Services provided by MUZE), including consumers (“End Users”), as well as for establishing and requiring acceptance of all Client Policies from such End Users. Except with respect to MUZE’s obligations expressly set forth in this Agreement, MUZE shall have no liability whatsoever with regard to Client's failure in any respect with regard to any Client Policies or for Client's enforcement thereof.  MUZE may provide to Client a draft client policy or template for any client policy (either is a “Template”), which may include examples regarding the kinds of personal information collected via the Services, as well as the purposes and examples related to means of collecting, processing, storing, disclosing, and disposing of such personal information.  However, Client bears the ultimate responsibility with respect to all Client Polices and business practices and MUZE makes no representation or warranty as to the sufficiency, fitness for a particular purpose or enforceability of any Template to which it provides.  Client agrees to indemnify, defend, and hold MUZE harmless for any claims arising from Client’s breach of this Section [Section 9(d)] [12(d)] 

13. Indemnification. Client shall indemnify, defend and hold harmless MUZE, together with its affiliates, members, officers, directors, employees, agents, contractors and permitted assigns from and against any and all third-party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with: (i) the lawful use of or reliance by MUZE on the Client Data in performing the Paid Advertising Services under this Agreement, (ii) any breach of or default under the terms, conditions, representations or warranties of this Agreement by Client, or (iii) any negligence, gross negligence or willful misconduct by or on behalf of Client or its employees or agents. 

14. Express Limited Warranty; Limitations on Liability. 

(a) Limited Warranty. MUZE shall provide the Paid Advertising Services under this Agreement in a professional manner, consistent with generally accepted standards applicable to the online advertising industry. Due to periodic changes in search engine algorithms and accessibility of open source citations, MUZE cannot guarantee search engine result pages or line placement where Client’s business will appear. MUZE DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE PAID ADVERTISING SERVICES. 

(b) Representations and Warranties Limited; Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PAID ADVERTISING SERVICES ARE PROVIDED “AS-IS” AND MUZE DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR GUARANTY AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE PAID ADVERTISING SERVICES OR OTHER DATA, REPORTS OR INFORMATION FURNISHED TO CLIENT HEREUNDER. FURTHERMORE, THE PAID ADVERTISING SERVICES MAY BE SUBJECT TO TRANSCRIPTION AND TRANSMISSION ERRORS. THE EXPRESS WARRANTY SET FORTH IN PARAGRAPH 13(a) IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, EXPRESS OR IMPLIED, AND ALL SUCH OTHER WARRANTIES, REPRESENTATIONS, AND GUARANTIES ARE HEREBY DISCLAIMED. ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY DISCLAIMED. MUZE SHALL HAVE NO LIABILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM CLIENT’S ACCESS TO OR USE OF THE PAID ADVERTISING SERVICES; UNAUTHORIZED ACCESS TO OR USE OF MUZE’S SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; INTERRUPTIONS OF TRANSMISSION TO OR FROM THE PAID ADVERTISING SERVICES; BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRASMITTED BY OR THROUGH ANY THIRD-PARTY; LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE PAID ADVERTISING SERVICES; PRIVACY-RELATED CLAIMS OR ACTIONS ASSERTED BY THIRD PARTIES (INCLUDING GOVERNMENTAL OFFICIALS) AS A RESULT OF RETENTION OF CALL DATA OR OTHER INFORMATION IN CONNECTION WITH THE PAID ADVERTISING SERVICES; OR MATTERS BEYOND MUZE’S REASONABLE CONTROL. 

(c) No Authority to Modify. No employee, salesperson, vendor or other agent or purported agent of MUZE is authorized to make any warranties, representations or guaranties to the contrary of the foregoing, and any such purported warranties, representations or guaranties shall not be relied upon as having been given by or on behalf of MUZE. Furthermore, Client acknowledges that it is the responsibility of Client to verify any information upon which it or any of its employees or agents use, rely on or otherwise take action upon with respect to financial or other consequences. 

(d) Limitations on Liability. If MUZE fails to perform its duties and obligations under this Agreement, and Client can establish that as a direct result thereof, Client has incurred any damages, liabilities, losses, fees, costs or expenses, then MUZE’s liability to Client for actual damages for any cause whatsoever, during the term of this Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed in the aggregate the Management Fees (specifically excluding amounts comprising the Advertising Budget) that Client has paid for the Paid Advertising Services in question during the Campaign Period in question. IN NO EVENT SHALL MUZE OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOSS OF PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES SUSTAINED OR INCURRED BY CLIENT OR ANY THIRD-PARTY IN CONNECTION WITH THE PAID ADVERTISING SERVICES, ANY ACTION ANY OF THEM TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS CLIENT SENDS TO MUZE OR THE DELAY OR INABILITY TO USE ANY PAID ADVERTISING SERVICES, OR MUZE’S REMOVAL, MODIFICATION, SUSPENSION OR DELETION OF ANY PAID ADVERTISING SERVICES PURSUANT TO ITS RIGHTS UNDER THIS AGREEMENT, IN ALL CASES, REGARDLESS OF THE FORM OF THE ACTION AND WHETHER SUCH DAMAGES WERE FORESEEN OR UNFORESEEN AND EVEN IF MUZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AN ACTION BY MUZE FOR NON-PAYMENT, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCURED. 

(e) Search Engine Guideline Penalties. Client shall inform MUZE of any past or future marketing plans implemented or to be implemented by Client so that MUZE may factor such plans into its planning for the Paid Advertising Services hereunder. MUZE shall not be responsible for any search engine guideline penalties caused by Client’s marketing plans, whether or not disclosed to MUZE. 

(f) Third-party Policies. Client acknowledges that the ability of MUZE to provide Services comprising, in whole or in part, e-mail marketing, is dependent on the policies and procedures of third-party providers such as Google®, Facebook®, Instagram®, and MailChimp®. Third-party providers may prohibit Client’s use of purchased, rented or third-party lists of e-mail addresses or marketing activities deemed unacceptable pursuant to terms of service, acceptable use policies or other rules established by such third-party providers. The inability of MUZE to utilize such third-party services to accomplish marketing goals may adversely impact MUZE’s performance of the Services and shall constitute an excusable force majeure event pursuant to Section 16(c) of these Terms and Conditions. 

15. Confidential Information. 

(a) Definition. For purposes of this Section 15, “Confidential Information” of a Disclosing Party shall mean and include any information, written or oral, which relates to such Disclosing Party’s business, products, processes or services that is specifically designated as “Confidential Information” by such Disclosing Party or that constitutes “trade secrets”. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (a) information that was already known to the receiving party prior to disclosure or is later made public by or for the Disclosing Party on an authorized basis; (b) information obtained or readily ascertainable from the general public; (c) information received from a third-party not known to be employed by or affiliated with the disclosing party; (d) information that was independently developed by the Receiving Party without reference to Confidential Information; and (e) information which is or becomes known to the general public other than through a breach of this Agreement. Client acknowledges and agrees that MUZE may share information about MUZE’s customers including basic information about Client with prospective customers for the purpose of marketing MUZE’s services. The terms of this Agreement, along with MUZE’s pricing, software and technical documentation related to the Paid Advertising Services shall be deemed Confidential Information regardless of any lack of designation. 

(b) Duties. Each party (a “Receiving Party”) shall treat all Confidential Information, tangible and intangible, received by it in connection with this Agreement that pertains to the other party (a “Disclosing Party”) as confidential and proprietary information of the Disclosing Party, will not make any such Confidential Information available to any other person (except a subcontractor or contractor/affiliate who has also agreed to provisions substantially similar to those set forth in this Section 15), will use reasonable care to protect such Confidential Information from theft, loss, misuse and disclosure and will not use such Confidential Information except for Receiving Party’s benefit in connection with this Agreement. Each Receiving Party will, to the extent reasonably possible, return to the Disclosing Party all Confidential Information on termination of this Agreement. If a Receiving Party is ordered by law to disclose Confidential Information, such Receiving Party may do so, but only to the extent required by applicable law or process and only after first giving the Disclosing Party prompt written notice of that order. 

(c) Remedies. The Parties acknowledge that the Confidential Information is of a special and extraordinary character, and that any breach of this Section 15 will cause a Disclosing Party irreparable injury and damage, and so each Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it, to injunctive relief to prevent, cease or otherwise redress that breach. 

16. Miscellaneous. 

(a) Assignment. Client may not assign any of its rights or obligations under this Agreement, by operation of law or otherwise, without first obtaining MUZE’s written consent, except that Client may assign this Agreement without MUZE’s consent (i) to an affiliate (controlled by or under common control with, Client); or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Client’s assets not involving a direct competitor of MUZE; provided that Client provides prompt written notice to MUZE of such assignment. Any permitted assignment by Client shall not modify the terms hereof, including without limitation, the specific geographic location applicable to the Paid Advertising Services. Any attempt to assign Client’s rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. 

(b) Notice. Except as otherwise provided in this Agreement, any notice to Client that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon transmission when sent via contact form or mailed by first class, registered or certified mail, postage prepaid or when sent by overnight courier service, to the address provided by Client in the sign-up materials provided to MUZE in connection with entering into this Agreement or to such other address as provided in writing by Client to MUZE for such purposes. Except as otherwise provided in this Agreement, any notice to MUZE that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent via contact form or mailed by first class, registered or certified mail, postage prepaid or when sent by overnight courier service, such as Federal Express or equivalent, to: MUZE, 25 Corsham Drive, Whitby, Ontario, Canada, L1M 2K5 Attn: Legal Notice. Upon receipt, if a valid e-mail address is provided and remains current, MUZE may give notice to or communicate with Client by e-mail addressed to the persons identified in the sign-up process or to such other e-mail address or persons as Client shall hereafter specify by prior written notice. By providing an e-mail address, Client agrees that any receipt received by MUZE from Client’s service provider or Internet computer server indicating that the e-mail was received shall be deemed proof that Client received the message. If Client cannot see or print all or a portion of a message, Client agrees that it is Client’s responsibility to contact MUZE to resolve such technical issues. 

(c) Force Majeure. Due performance of any duty or obligation hereunder by MUZE shall be excused if prevented by acts of God, information providers or other service providers, public enemy, war, terrorism, any accident, explosion, fire, storm, earthquake, flood, strike, computer outage or virus, telecommunications failure or any other circumstance or event beyond MUZE’s reasonable control. Client acknowledges that MUZE has no responsibility for or control over search engines or Internet database partner(s) usage of customer data in fulfilling Internet search queries or any particular placement of any information from Client as a result of a search or query on any third-party Web site. Client further acknowledges that MUZE has no responsibility for, or control over, third-party social media content requirements or rules applicable thereto. 

(d) Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, then the validity, legally or enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, the parties waive any provisions of law that render any provision of this Agreement invalid, illegal or unenforceable in any respect. 

(e) Waiver or Consent. Any failure by either of the parties to comply with any obligation, covenant, condition or agreement contained herein may be waived in writing by the party entitled to the benefits thereof, but such waiver or failure to insist on strict compliance with such obligation, covenant, condition or agreement shall not operate as a waiver of or estoppel with respect to any subsequent or other failure. To be effective, any consent by MUZE must be in writing and signed by an authorized representative of MUZE. 

(f) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior writings or oral negotiations or other understandings with respect thereto. 

(h) Independent Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, fiduciary or agency relationship between the parties, or as authorizing either party to act as an agent for the other (except as expressly provided in Section 2). The parties to this Agreement are independent parties. 

(i) Resolution of Disputes; Binding Arbitration; No Class Representative Actions or Arbitrations. 

(i) ANY AND ALL CLAIMS BETWEEN MUZE AND CLIENT BE RESOLVED IN BINDING ARBITRATION RATHER THAN IN COURT. MUZE and Client agree to submit to individual arbitration the resolution of any and all Claims (defined herein) by or between MUZE or its affiliates and Client relating to the Paid Advertising Services or these Terms of Service. “Claim(s)” means any dispute, claim or controversy by or between Client and/or MUZE or its affiliates, relating to the Paid Advertising Services and/or these Terms of Service, as may be modified from time-to-time, and the subject matter hereof, including, but not limited to, any contract, tort, statutory, or equity claims. 

(ii) CLIENT AND MUZE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WHETHER IN ARBITRATION OR IN COURT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Client and MUZE expressly agree that any Claim is personal to Client and MUZE and its affiliates, and any such Claim shall only be resolved by an individual arbitration and shall in no event be brought as a class arbitration, a class action, or any other representative proceeding. The arbitrator may only conduct an individual arbitration and may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. 

(j) Governing Law; Forum for Disputes. This Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada applicable to agreements made and wholly performed therein. Client hereby consents to the exclusive jurisdiction of the federal, provincial and municipal courts of competent jurisdiction located in Durham region, Ontario, Canada for the adjudication of any disputes arising out of or relating to this Agreement or Client’s access to or use of the Services. Client hereby waives any objection to venue or inconvenient forum laid therein. 

(k) Revisions. In order to meet changes in search engine guidelines or other factors impacting Web and social media content optimization and marketing trends, MUZE may revise this Agreement at any time by updating this posting and providing Client with written notice of such update. Client should visit this page from time to time to review the current Agreement, which shall continue to be binding on Client in its revised form. 

(l) Privacy Policies. The MUZE Policy is hereby incorporated into this Agreement. By receiving the Paid Advertising Services, Client is deemed to have read and accepted the MUZE Privacy Policy. Violation of the MUZE Privacy Policy by Client shall be a material breach of this Agreement. If MUZE creates a Business Center on behalf of Customer as part of the Services, Customer shall review and comply with all duties and responsibilities of Customer in accordance with such Business Center privacy policy.