o All parties acknowledge that CORNERSTONE LATIN AMERICA, LLC”, its brands, its vendors, and its online partners and publishers, all of whom are hereinafter referenced to as “CORNERSTONE LA”) is exclusively offering a publishing service to the Advertiser, for the agreed upon fees, and due to the dynamic nature of the Internet, online advertising and online search and social media activities, CORNERSTONE LA cannot guarantee the exact placement, rotation or exposure an Advertiser may receive in any week or month for organic, pay-per-click campaigns, social media advertisement or any other form of online advertisement.
o The advertising under The Service Agreement is for use solely by Advertiser and may not be used by any third-party.
o CORNERSTONE LA will provide Advertiser with standard usage information related to the advertisements. Advertiser may not disclose such information to any third-party without CORNERSTONE LA prior written consent.
o CORNERSTONE LA may discontinue the display of advertisements if the total Ad Budget purchased or authorized has been reached in an specific display period. If the purchased or authorized Ad Budget for a specific display period is not fully spent CORNERSTONE LA as a sole remedy will add any Ad Budget left in a specific display period to the next display period.
o Advertiser must provide all necessary requested artwork, active URLs and any other required information or accesses to CORNERSTONE LA within forty-eight (48) hours of signature of The Service Agreement. Once First Month Payment goes through and from the date all needed for Advertisement is provided by Advertiser to Cornerstone LA, Cornerstone LA commitment is to have the Ads and/or campaigns up and running within 10 business days unless something out of control of Cornerstone LA occur, and if so happens the delay and reason will be inform to Advertiser but this will not end the Service Agreement.
o CORNERSTONE LA will be entitled to reject or discontinue advertisements at any time. In such event, Advertiser will be responsible for only a pro-rata portion of payments due here under, based on clicks delivered (the Pro-Rata Payments).
o Advertiser shall bear full responsibility for all products or services offered, sold or licensed through the advertisements or the Advertiser's website, Social Media Pages and/or any online presence. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.
2. Legal Terms and Conditions
o License and Warranties, Advertiser hereby grants CORNERSTONE LA the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements with any content or materials on any site, social media page and/or any other online presence connected with the Advertiser. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser's website and social media pages, and that the advertisements and the Advertiser's website and social media pages do not and will not violate any applicable laws or regulations or any third-party rights. Advertiser certifies that the advertisements and the Advertiser's website will at all times comply with all standard, written policies applicable to the CORNERSTONE LA Search, Social Media & Directory Network participating sites, including the privacy policies, terms of service, and advertising guidelines.
o CORNERSTONE LA Trademarks. Advertiser shall not use, display or modify CORNERSTONE LA'S trademarks in any manner without the prior written consent of CORNERSTONE LA. Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited
to direct damages, not to exceed the amount to be paid by Advertiser hereunder. (B) CORNERSTONE LA does not make and specifically disclaims any representations or warranties, express or implied. (C) Each party (indemnifying party) hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under this The Service Agreement.
o Advertiser shall not send unsolicited, commercial email or other online communication (e.g., "spam") through or into the CORNERSTONE LA Search, Social Media & Directory Network.
o Advertiser shall ensure that its collection, use and disclosure of information obtained from CORNERSTONE LA users under the Service Agreement complies with all applicable laws, regulations and privacy policies.
o Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the CORNERSTONE LA Search, Social Media & Directory Network. This section shall survive the completion, expiration, termination or cancellation of this The Service Agreement for a period of two (2) years.
o Both parties will keep the existence and terms of The Service Agreement confidential and neither party will publish any press release, reviews and/or online comments related hereto without the prior written consent of the other party.
o Either party may terminate The Service Agreement in the event of a material breach of The Service Agreement by the other party, which remains uncured after thirty (30) days written notice thereof. In addition, CORNERSTONE LA may terminate The Service Agreement upon a material breach by Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If CORNERSTONE LA terminates The Service Agreement due to Advertiser's material breach of any requirement of The Service Agreement or of any other written agreement with CORNERSTONE LA, all of Advertiser's payment obligations here under shall survive such termination, and Advertiser agrees to meet any and all payment obligations. If Advertiser terminates The Service Agreement due to CORNERSTONE LA'S material breach of The Service Agreement, Advertiser will be responsible only for the Pro-Rata Payments that will be determined and calculated by CORNERSTONE LA within 15 days of mutual determination of such breach. and
o CORNERSTONE LA may terminate The Service Agreement at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by CORNERSTONE LA in the event that CORNERSTONE LA believes in good faith that further display of the advertisements will expose the CORNERSTONE LA Search, Social Media & Directory Network to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the Pro-Rata Payments.
6. Modification of Advertiser Campaigns
o Changes to types of advertising, placement on screen, number of included advertisers, order of display or rotation, and many other factors may affect the position, appearance, placement and effectiveness of Advertiser’s online campaigns. CORNERSTONE LA reserves the right, in reaction to changes or trends in the industry or any one or more search, social media or directory sites on which the Advertiser’s campaign may be running or intended to run, to modify the campaign schedule to include whichever sites, Ads and/or placements CORNERSTONE LA feels will deliver the desired results to the Advertiser.
o The Service Agreement and these terms set forth the entire agreement between Advertiser and CORNERSTONE LA with respect to the transactions set forth herein, and supersedes any and all prior agreements of CORNERSTONE LA or Advertiser with respect to such transactions. If an advertising agency signs The Service Agreement on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of The Service Agreement and that it will ensure that Advertiser complies with all such terms.
o Advertiser shall not make any assignment of The Service Agreement or any rights benefits or obligations here under (including, without limitation, by way of merger or consolidation) without the prior written consent of CORNERSTONE LA. In the event of an assignment, The Service Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
o The Service Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Florida, except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Florida and the federal courts situated in the State of Florida in connection with any action arising under The Service Agreement. However, CORNERSTONE LA reserves the right to have The Service Agreement interpreted, construed and enforced in accordance with the laws of any other US State, except for its conflicts of laws principles.
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