Massive Action Marketing Terms of Service

These Terms of Service replace the priorMassive Action Marketing Terms & Conditions previously used for website,SMS, advertising, and client-service purposes.

These Terms of Service (“Terms” or“Agreement”) are made and entered into by and between Massive Action MarketingLLC (“Massive Action Marketing,” “MAM,” “we,” “us,” or “our”) and the person orentity accessing or using our website, receiving communications from us,signing a proposal, purchasing services, or otherwise engaging MAM for services(“you,” “Client,” or “Customer”).

These Terms apply to your access to anduse of https://mactionmarketing.com, any related website pages, forms, content,materials, communications, and online features (collectively, the “Site”), andto any services provided by MAM, including advertising, marketing, leadgeneration, campaign management, data-related services, consulting, strategy,creative, analytics, reporting, communications, and related services(collectively, the “Services”).

If you enter into a separate signedmaster services agreement, statement of work, proposal, insertion order, orderform, or other written agreement with MAM, that written agreement will controlonly to the extent it expressly conflicts with these Terms and states that itcontrols. Otherwise, these Terms apply.

By accessing or using the Site,submitting information through the Site, receiving SMS or email communicationsfrom MAM, signing a proposal, approving a campaign, paying an invoice, or usingthe Services, you acknowledge that you have read, understood, and agree to bebound by these Terms. If you do not agree, do not access or use the Site orServices.

1. Acceptance of Terms

You accept these Terms when you:

• Access or use the Site;
• Submit information through aform;
• Request information, aconsultation, or a proposal;
• Sign or approve a MAM proposal,plan, insertion order, statement of work, order form, or other servicedocument;
• Permit MAM to begin providingServices;
• Receive SMS, email, telephone,or other communications from MAM after providing consent where required;
• Pay or authorize payment forServices.

If you are accepting these Terms on behalf of a company,organization, or other legal entity, you represent and warrant that you haveauthority to bind that entity. In that case, “you,” “Client,” and “Customer”refer to that entity and its authorized users, employees, contractors, agents,and representatives.

2. Eligibility andAuthority

You must be at least 18 years old to use the Site or Services. Byusing the Site or Services, you represent and warrant that:

• You are at least 18 years old;
• You have legal authority toenter into these Terms;
• If acting for a company ororganization, you have authority to bind that company or organization;
• Your use of the Site andServices complies with all applicable laws, rules, regulations, industrystandards, platform policies, and third-party rights;
• You have not been suspended orprohibited from using the Site or Services.

3. Services

3.1 Advertising andMarketing Services

MAMoffers advertising, marketing, campaign management, lead generation, targeting,reporting, analytics, consulting, and related services. This may includebidding on and purchasing advertisements served over the Internet or othermedia (“Ads”) on behalf of Client, managing campaigns, creating or modifyingadvertising materials, supporting landing pages, generating or analyzing leads,using targeting data, reporting campaign performance, and performing otherservices described in a proposal, plan, order form, statement of work, or otherwritten agreement.

TheServices will be provided as managed services unless otherwise agreed inwriting.

3.2 Proposals, Plans,and Campaign Terms

SpecificServices, pricing, campaign details, deliverables, timelines, flight dates,budgets, impression goals, targeting criteria, landing pages, creativerequirements, reporting, and other commercial terms may be set forth in a MAMproposal, plan document, invoice, insertion order, order form, statement ofwork, or other written agreement.

3.3 No Guaranteed Results

Client acknowledgesthat marketing, advertising, lead generation, and campaign results depend onmany factors outside MAM’s control. MAM does not guarantee any specific numberof impressions, clicks, leads, appointments, conversions, sales, revenue, returnon ad spend, ranking, placement, delivery level, customer acquisition cost, orother business outcome unless expressly stated in a signed written agreement.

3.4 Third-PartyPlatforms and Inventory

Clientacknowledges that the Services may use third-party advertising exchanges,publishers, platforms, data providers, analytics providers, communicationproviders, hosting providers, software providers, search engines, social mediaplatforms, and other third-party systems. Third-party systems may affectdelivery, reporting, targeting, performance, availability, and cost. MAM is notresponsible for third-party outages, restrictions, policy changes, data loss,account suspensions, inventory quality, reporting discrepancies, approvaldelays, rejected ads, or other third-party acts or omissions.

3.5 Service Evolution

MAM and its licensorsreserve all rights not expressly granted. MAM may update, modify, improve,discontinue, temporarily suspend, replace, or change all or part of the Site,Services, technologies, methods, tools, vendors, integrations, platforms, pricingmodels, or service delivery processes at any time, subject to any applicablesigned agreement.

3.6 TrafficRegulation and Service Controls

MAMmay regulate traffic, campaign activity, targeting, platform access, orClient’s use of the Services when reasonably necessary to protect serviceintegrity, comply with third-party platform requirements, respond to abnormalactivity, address inferior inventory quality, prevent fraud or abuse, complywith law, or protect MAM, its vendors, clients, or users.

4.Campaign Setup and Client Responsibilities

4.1 Campaign Setup

Each campaign may requireClient to provide information or approvals, including campaign goals, budgets,number of impressions to be purchased, targeting data, audience criteria,flight dates, landing page URLs, Ads, creative assets, specifications, copy,offers, pricing, claims, service areas, products or services promoted,compliance disclosures, and any other information reasonably requested by MAM.

4.2 Client Cooperation

Client will timelyprovide all information, access, materials, approvals, credentials, andcooperation reasonably necessary for MAM to provide the Services. MAM is notresponsible for delays, performance issues, launch delays, errors, oradditional costs caused by Client’s failure to provide timely, accurate,complete, or lawful information or approvals.

4.3 Client Approval

Client is responsible forreviewing and approving all campaign materials, Ads, landing pages, claims,offers, disclosures, targeting instructions, service areas, pricing,promotions, scripts, forms, and other Client-provided or Client-approvedmaterials before launch. Client’s approval may be express or implied by launchauthorization, publication, use, failure to object after reasonable opportunityto review, or other conduct indicating approval.

4.4 Accuracy andCompliance of Client Materials

Clientis solely responsible for the accuracy, quality, integrity, legality,reliability, appropriateness, and intellectual property ownership or right touse of all Client Data, Ads, landing pages, creative assets, targeting data,claims, offers, products, services, trademarks, logos, disclosures,testimonials, reviews, endorsements, and other materials provided or approvedby Client.

5.Household Targeting and Data Matching Services

5.1 Household Targeting

If Client useshousehold targeting tactics or similar targeting services (“HouseholdTargeting”), Client may provide or arrange for the provision of physicaladdresses or other targeting data. All physical addresses provided forHousehold Targeting must be in the United States or Canada unless otherwiseexpressly approved by MAM in writing.

MAM may compare andattempt to match physical addresses with latitude and longitude coordinates,geolocation-derived information, or other comparably reliable identifiers fromthird-party databases or providers (“Geo Data”). If a match occurs, MAM may assignmatched Geo Data a randomly generated unique identifier or similar internalidentifier.

5.2 No DeviceIdentification Disclosure

Unlessexpressly agreed in writing and lawful, MAM will not provide Client withadditional identifiers, such as device IDs or advertising IDs associated with aphysical address, for the purpose of identifying an individual user.

5.3 Legal Requests

MAM may comply withsubpoenas, court orders, legal process, governmental requests, law enforcementrequests, and other lawful requests, including requests involving devicelocation data or related information.

5.4 Termination ofHousehold Targeting

Eitherparty may terminate Client’s use of Household Targeting at any time, subject toany payment obligations or active campaign commitments in an applicable writtenagreement.

6. ClientData and Privacy Responsibilities

6.1 Client Data

“Client Data” means anyinformation, material, data, files, lists, addresses, leads, customer records,prospects, targeting information, business information, creative assets, Ads,landing page content, trademarks, logos, or other materials provided to MAM byor on behalf of Client for use in connection with the Site or Services.

Client owns Client Data.Client, not MAM, has sole responsibility for the accuracy, quality, integrity,legality, reliability, appropriateness, and ownership or right to use allClient Data.

6.2 License to Client Data

Client grants MAMand its affiliates, vendors, contractors, service providers, licensors, andsubcontractors a worldwide, non-exclusive, royalty-free license to use,reproduce, display, publish, perform, distribute, transmit, process, modify,format, analyze, and otherwise use Client Data as necessary to provide,operate, maintain, improve, secure, support, report on, and enforce theServices and these Terms.

6.3 Aggregated andDe-Identified Data

MAM mayuse aggregated, anonymized, or de-identified Client Data and campaigninformation that does not identify Client or any individual for internal use,analysis, benchmarking, reporting, service improvement, marketing, statisticalanalysis, and distribution of aggregated statistics to clients, potentialclients, and the general public.

6.4 Client Logo andCase Study Rights

UnlessClient notifies MAM in writing that it opts out, Client grants MAM a worldwide,non-exclusive, royalty-free license to use Client’s name, logo, trademarks, andgeneral non-confidential campaign information to identify Client as a MAMclient in marketing materials, websites, presentations, proposals, clientlists, and case studies. MAM will not disclose Client’s ConfidentialInformation in a case study without Client’s consent.

6.5 Client Privacy Policy

Client willmaintain and abide by a privacy policy that complies with all applicable lawsand accurately describes Client’s data practices. At a minimum, Client’sprivacy policy must disclose:

• What information is collectedfrom or about users;
• How the information is used;
• Whether information is used forinterest-based advertising, targeted advertising, cross-context behavioraladvertising, retargeting, analytics, or campaign measurement;
• What technologies are used tocollect information, including cookies, pixels, web beacons, browser cachetechnologies, local storage, statistical identifiers, clear gifs, embeddedscripts, or similar technologies;
• How and for what purposesinformation may be shared with or used by third parties;
• That third parties may collectinformation and that Client’s privacy policy may not describe all third-partyprivacy practices;
• How users may exercise privacyrights or opt out of applicable tracking, targeted advertising, sale, sharing,or interest-based advertising.

Client must makeits privacy policy conspicuously available on each webpage, landing page, form,or digital property where data collection occurs.

6.6 Consent and Lawful Basis

Clientrepresents and warrants that it has obtained all consents, permissions,authorizations, rights, notices, and lawful bases required to collect, use,disclose, transfer, upload, provide, and process Client Data and to permit MAMto use Client Data as contemplated by these Terms.

6.7 Sensitive and RegulatedData

Client maynot provide MAM with sensitive personal information, protected healthinformation, payment card data, government identification numbers, children’sdata, biometric data, precise geolocation data, or other regulated data unlessexpressly authorized by MAM in writing and unless Client has implemented alllegally required notices, consents, safeguards, and agreements.

6.8 Failure to Notify

If Client providespersonal information, sensitive data, EU/UK/Swiss personal data, regulateddata, or other data requiring special handling without prior written notice toMAM, Client will defend, indemnify, and hold harmless MAM as provided in theseTerms.

7. Privacy, Cookies,and Tracking

7.1 MAM PrivacyPolicy and Cookie Policy

MAM’scollection and use of personal information through the Site and Services aredescribed in our Privacy Policy and Cookie Policy. These policies areincorporated by reference into these Terms.

7.2 Cookies andTracking Technologies

TheSite may use cookies, pixels, web beacons, browser cache technologies, localstorage, statistical identifiers, clear gifs, embedded scripts, analyticstools, advertising technologies, and similar technologies. These technologiesmay be used for Site functionality, analytics, security, advertising,retargeting, conversion tracking, campaign measurement, and other purposesdescribed in our Cookie Policy.

7.3 Advertising andTracking Opt-Outs

Whererequired by law, MAM will provide mechanisms for users to manage cookiepreferences or opt out of applicable sale, sharing, targeted advertising, ornon-essential tracking. MAM may also honor legally required universal opt-outmechanisms, such as Global Privacy Control, where applicable.

8.International Data Transfers and Data Protection

8.1 Processing in theUnited States

MAM isbased in the United States and may process personal information in the UnitedStates and other jurisdictions where MAM, its affiliates, vendors, or serviceproviders operate. These jurisdictions may have data protection laws thatdiffer from those in the location where the information was collected.

8.2 EU, UK,Swiss, and Other International Personal Data

IfClient provides personal information of individuals located in the EuropeanEconomic Area, United Kingdom, Switzerland, or another jurisdiction withspecific data transfer or data protection requirements, Client represents andwarrants that the transfer and processing of such information complies withapplicable law.

8.3 Transfer Mechanisms

Where required byapplicable law, the parties will use appropriate transfer mechanisms, which mayinclude the EU-U.S. Data Privacy Framework, UK Extension to the EU-U.S. DataPrivacy Framework, Swiss-U.S. Data Privacy Framework, Standard Contractual Clauses,UK International Data Transfer Addendum, or other lawful transfer mechanisms.If a particular transfer mechanism is invalidated, unavailable, orinsufficient, the parties will cooperate in good faith to implement anappropriate alternative mechanism where legally required.

8.4 GDPR and Similar Laws

To the extenteither party processes personal information subject to the GDPR, UK GDPR, SwissFederal Act on Data Protection, or similar privacy laws, each party will complywith its applicable obligations. Client is not relieved of its own directresponsibilities and liabilities under applicable privacy and data protectionlaws.

8.5 Data Processing Addendum

If required byapplicable law or agreed by the parties, the parties may enter into a dataprocessing addendum or similar agreement. If executed, the data processingaddendum will govern processing activities covered by that addendum.

9. SMS/MMS Terms

9.1 Acceptance of SMS Terms

By providing yourmobile phone number to MAM and opting into SMS/MMS communications, you consentto receive SMS/MMS messages from MAM. These messages may include informationalmessages, appointment-related messages, service updates, promotional offers, alerts,confirmations, and other relevant communications.

9.2 Consent and Opt-Out

You may opt out ofSMS/MMS communications at any time by replying STOP or using another opt-outmechanism provided in our messages. For help, reply HELP or contact us usingthe information below.

9.3 Message Frequency andRates

Messagefrequency may vary. Message and data rates may apply. Your consent to receiveSMS/MMS messages is not a condition of purchasing any product or service unlessexpressly stated where legally permitted.

9.4 Message Delivery

We make reasonableefforts to ensure timely delivery of SMS/MMS messages, but we cannot guaranteedelivery to all recipients due to factors beyond our control, includingtechnical limitations, carrier filtering, device limitations, networkconditions, service outages, or third-party provider issues.

9.5 SMS Privacy

We respect your privacy andmaintain your personal information as described in our Privacy Policy. Yourinformation will not be shared with third parties for their own marketingpurposes except as described in our Privacy Policy or as permitted by law.

9.6 SMS Disclaimers

MAM is not liable fordelays, errors, filtering, blocking, or interruptions in SMS/MMS delivery.SMS/MMS messages do not constitute legal advice or professionalrecommendations.

9.7 Changes to SMS Terms

We may modify theseSMS/MMS terms at any time. Changes will be effective upon posting on ourwebsite and, where applicable, communicated through SMS/MMS messages.

9.8 SMS Contact

For questions, concerns, orinformation related to SMS/MMS communications, please contact us at505-587-8719 or info@mactionmarketing.com.

10. Email andTelephone Communications

10.1 Email Communications

By providing youremail address, you consent to receive emails from MAM related to yourinquiries, services, proposals, account, transactions, marketing, updates, andother business purposes. You may opt out of marketing emails by using theunsubscribe link in the email or contacting us. Even if you opt out ofmarketing emails, MAM may still send transactional, administrative, legal,security, service, or billing communications.

10.2 Telephone Communications

By providingyour phone number, you authorize MAM to contact you by phone regarding yourinquiries, requested services, proposals, appointments, business relationship,or other relevant matters, where permitted by law.

11. Ad Requirements and Advertising Compliance

11.1 Client-Provided Ads

If Client providesits own Ads, all Ads must be provided in the format, size, specifications, andtechnical requirements requested by MAM or the applicable advertising platform.

11.2 Ad and Landing PageRequirements

Clientshall ensure that all Ads, landing pages, advertised products, advertisedservices, offers, claims, testimonials, endorsements, reviews, disclosures,trademarks, logos, images, videos, creative assets, and campaign materialsprovided or approved by Client:

• Are truthful, accurate,substantiated, and not misleading;
• Are not libelous, obscene,hateful, discriminatory, harassing, abusive, invasive of privacy, or unlawful;
• Do not imply endorsement,approval, sponsorship, source, affiliation, or authorization by any third partywithout express permission;
• Do not contain harmful code oroperate in a manner that could damage the Site, Services, third-partyplatforms, or user devices;
• Do not infringe,misappropriate, or violate third-party intellectual property, publicity,privacy, contractual, or other rights;
• Comply with all applicablelaws, rules, regulations, platform policies, industry standards, andadvertising guidelines;
• Include all requireddisclosures, disclaimers, terms, conditions, and qualifications;
• Comply with consumer protectionlaws and truth-in-advertising requirements.

11.3 Testimonials,Reviews, and Endorsements

Clientis responsible for ensuring that all testimonials, reviews, endorsements,influencer content, affiliate content, ratings, claims, before-and-aftermaterials, case studies, and performance claims used in connection with theServices comply with applicable law and platform policies, includingrequirements for truthful claims, substantiation, typicality, materialconnection disclosures, and clear and conspicuous disclosures.

11.4 Rejection orSuspension of Ads

MAM mayreject, suspend, modify, pause, or cease displaying Ads or campaigns at anytime, including in response to legal concerns, platform requirements, consumercomplaints, inventory quality issues, third-party platform decisions, policyviolations, reputational concerns, or suspected non-compliance.

12. Licensesto Ads and Client Materials

12.1 License to Ads andMaterials

Clientgrants MAM and its affiliates, licensees, vendors, contractors, and serviceproviders a royalty-free, worldwide license to use, reproduce, market, display,publish, perform, distribute, transmit, modify, adapt, format, resize, andotherwise use any Ads, Client Data, creative materials, landing page materials,trademarks, logos, images, videos, copy, claims, offers, and other materialsprovided by Client or produced by MAM for Client as necessary to provide theServices.

12.2 Creative andTechnical Modifications

MAMwill not materially modify the substantive content or appearance ofClient-provided Ads without authorization where practical. However, MAM maymodify size, format, file type, technical attributes, tracking parameters,placement attributes, or other non-substantive elements as necessary to deliverAds, fulfill campaigns, satisfy platform specifications, improve performance,or provide the Services.

12.3 Client Direction

Client may requestchanges or modifications to Ads or campaigns, subject to feasibility, timing,platform rules, campaign status, budget, and any applicable fees.

13.Restrictions and Prohibited Conduct

Except as expressly permitted in these Terms, Client shall not:

• License, sublicense, sell,resell, transfer, assign, distribute, or commercially exploit the Services,Household Targeting, MAM’s matchback process, or any technology, software,data, content, methods, processes, or information used by MAM to provide Services(“MAM Technology”);
• Modify, adapt, translate, copy,reproduce, or create derivative works based on MAM Technology;
• Reverse engineer, disassemble,decompile, or attempt to derive source code, methods, models, systems,algorithms, or trade secrets from MAM Technology;
• Send, store, upload, ortransmit infringing, unlawful, tortious, deceptive, harmful, orprivacy-violating material;
• Send, store, upload, ortransmit viruses, worms, Trojan horses, time bombs, cancelbots, malware,spyware, ransomware, or other harmful code;
• Interfere with or disrupt theintegrity, security, availability, or performance of the Site, Services, MAMTechnology, third-party platforms, or related systems;
• Attempt to gain unauthorizedaccess to the Site, Services, MAM Technology, accounts, systems, networks,data, or third-party platforms;
• Misrepresent identity,authorization, affiliation, endorsement, sponsorship, or use unauthorizedthird-party names, logos, marks, or identifiers;
• Use the Site or Services forany unlawful, deceptive, fraudulent, abusive, harmful, discriminatory, orprohibited purpose;
• Publicly disseminate non-publicinformation or analysis regarding the performance of MAM Technology, platforms,APIs, Household Targeting, matchback process, or related systems without MAM’sprior written consent;
• Disclose or allow third partiesto use account credentials, dashboards, reports, platform access, orconfidential information without authorization;
• Circumvent, disable, orinterfere with security, tracking, usage, billing, compliance, or accesscontrols;
• Permit or authorize any thirdparty to do any of the foregoing.

14. Accounts,Credentials, and Security

If Client receives access to any account, dashboard, platform,reporting portal, shared drive, CRM, advertising account, analytics account,communication system, or other technology, Client is responsible formaintaining the confidentiality of account credentials and for all activityunder Client’s account or credentials.

Client must promptly notify MAM of any unauthorized access,suspected compromise, credential misuse, or security incident affecting theSite, Services, Client Data, or MAM Technology.

15. Payment Terms

15.1Fees

Client will pay all fees set forthin MAM’s proposal, plan document, invoice, insertion order, order form,statement of work, or other written agreement, as well as any other fees agreedto by the parties in writing.

15.2 Advertising Fees

Advertising fees mayinclude fees for Ads actually served, media spend, platform fees, campaignmanagement, setup, creative, reporting, targeting, analytics, data services,lead generation, consulting, professional services, or other services.

Unless otherwise statedin writing, MAM’s reporting with respect to advertising fees, includingimpression counts, delivery, and price per impression, will be determinative.

15.3 Payment Due Date

Unless otherwise statedin an applicable written agreement or invoice, Client will pay MAM invoiceswithin thirty (15) days after receipt.

15.4 Pricing Changes

MAM may change unitpricing or service pricing periodically in its discretion. Pricing changes willnot affect outstanding signed proposals or active campaigns unless permitted bythe applicable agreement or required due to third-party platform, vendor, media,inventory, tax, or compliance changes.

15.5Taxes

All payments must be made in U.S.dollars. Except for taxes on MAM’s income, Client is responsible for allapplicable sales, use, excise, value-added, withholding, digital services,duties, tariffs, and other taxes, fees, or governmental charges related to theServices.

15.6 Late Payments

If Client fails to payamounts when due, MAM may suspend or terminate Services, pause campaigns,withhold deliverables, charge late fees or interest where permitted by law, andrecover collection costs, attorneys’ fees, and other amounts incurred to collectunpaid amounts.

15.7 No Setoff

Client may not withhold,offset, or reduce payment obligations based on disputes, alleged performanceissues, third-party platform issues, or other claims unless expressly agreed inwriting by MAM.

16. IntellectualProperty Ownership

16.1 MAM Technology

MAM and its licensors ownall right, title, and interest, including all related intellectual propertyrights, in and to MAM Technology, the Site, Services, methods, processes,software, tools, workflows, templates, dashboards, platforms, reports, analyticsmethods, matchback processes, targeting methods, creative concepts, know-how,trade secrets, and all improvements, modifications, and derivative worksthereof, excluding Client Data and Client-owned materials.

16.2 No Sale or SoftwareTransfer

These Termsare an agreement for services and not an agreement for sale or license ofsoftware. Client obtains only the limited rights expressly stated in theseTerms. No ownership rights are conveyed to Client regardless of the use ofwords such as “purchase,” “sale,” or similar terms.

16.3 Client Materials

Client and its licensorsown all right, title, and interest in and to Client Data, Client-provided Ads,Client trademarks, Client logos, and Client-owned intellectual property,subject to the licenses granted to MAM in these Terms.

16.4 Feedback

Any suggestions, ideas,enhancement requests, feedback, recommendations, or other information providedby Client or any other party relating to the Site or Services may be used byMAM without restriction, obligation, or compensation.

17. ConfidentialInformation

17.1 Definition

“Confidential Information”means non-public information disclosed by one party to the other that isdesignated as confidential or should reasonably be understood to beconfidential given the nature of the information and circumstances ofdisclosure. Confidential Information includes MAM Technology, Client Data,business information, technical information, product plans, designs, costs,prices, finances, marketing plans, business opportunities, personnelinformation, research, development, know-how, reports, strategies, campaigndata, proposals, and non-public service information.

17.2 Exclusions

Confidential Information doesnot include information that:

• Is or becomes generally knownto the public through no fault or breach by the receiving party;
• Is known to the receiving partyat the time of disclosure without confidentiality obligation;
• Is independently developedwithout use of the disclosing party’s Confidential Information;
• Is rightfully obtained from athird party without restriction;
• Is disclosed with the priorwritten approval of the disclosing party.

17.3 Use and DisclosureRestrictions

Eachparty will use the other party’s Confidential Information only as permitted bythese Terms and as necessary to perform or receive the Services. Each partywill not disclose the other party’s Confidential Information to third partiesexcept to employees, contractors, consultants, vendors, service providers,affiliates, legal advisors, financial advisors, or other representatives whoneed to know the information and are subject to confidentiality obligations atleast as protective as those set forth herein.

17.4 Required Disclosure

A party may discloseConfidential Information pursuant to the order or requirement of a court,administrative agency, governmental body, subpoena, legal process, orapplicable law, provided that the receiving party gives reasonable notice tothe disclosing party where legally permitted.

17.5 Duration

The confidentiality obligationsin these Terms apply during the term of the relationship and for two (2) yearsafter termination, except that trade secrets will remain protected for as longas they remain trade secrets under applicable law.

18. Indemnification

18.1 Client Indemnity

Client shall defend,indemnify, and hold harmless MAM, its licensors, affiliates, parentorganizations, subsidiaries, officers, directors, employees, attorneys, agents,vendors, subcontractors, service providers, successors, and assigns from andagainst any and all claims, costs, damages, losses, liabilities, penalties,fines, settlements, judgments, and expenses, including reasonable attorneys’fees and costs, arising out of or relating to:

• Ads submitted, provided,approved, or used by Client;
• Landing pages, advertisedproducts, advertised services, offers, claims, warranties, testimonials,reviews, endorsements, promotions, or disclosures;
• Client Data, physicaladdresses, targeting data, audience data, customer lists, lead lists, or othermaterials provided by or on behalf of Client;
• MAM’s use of Client Data orClient materials as permitted under these Terms;
• Allegations that Client Data,Client materials, Ads, landing pages, or advertised products or servicesinfringe, misappropriate, or violate third-party rights;
• Harmful code or unlawfulmaterials provided by or on behalf of Client;
• Client’s violation ofapplicable law, platform policy, industry standard, privacy law, advertisinglaw, consumer protection law, intellectual property law, email law, SMS/MMSlaw, telemarketing law, or other legal obligation;

• Client’s access to or use ofHousehold Targeting, reports, matchback data, or related data;
• Client’s breach of these Terms;
• Client’s failure to obtain,maintain, or document required consents, notices, permissions, rights, orlawful bases;
• Client’s failure to maintain anadequate privacy policy or comply with privacy obligations;
• Any government investigation,regulatory action, consumer complaint, third-party claim, or platformenforcement action arising from Client’s business, materials, campaigns, data,products, services, or instructions.

18.2 MAM Indemnity

MAM shall defend andindemnify Client from and against third-party claims alleging that Client’sauthorized use of the Services in accordance with these Terms infringes a thirdparty’s intellectual property rights, provided that this obligation does not applyto claims arising from:

• Client Data or materialsprovided by Client;
• Ads, landing pages, products,services, offers, or claims provided or approved by Client;
• Combination, operation, or useof the Site, Services, or MAM Technology with any product, service, data,content, or technology not provided or authorized in writing by MAM;
• Third-party platforms, systems,technology, materials, data, or information;
• Client’s violation of theseTerms or applicable law;
• Modifications not made by MAM.

18.3 Procedure

Each party’s indemnificationobligations are contingent on the indemnified party:

• Giving prompt written notice ofthe claim to the indemnifying party, provided that failure to give promptnotice will relieve the indemnifying party only to the extent materiallyprejudiced;
• Giving the indemnifying partycontrol of the defense and settlement of the claim, except that theindemnifying party may not settle any claim unless the indemnified party isunconditionally released from liability and the settlement does not imposeobligations or materially affect the indemnified party’s business withoutconsent;
• Providing reasonableinformation and assistance;
• Not compromising or settlingthe claim without the indemnifying party’s consent.

19. Disclaimers ofWarranties

MAM AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS, STATUTORY, OR IMPLIED, THAT ARE NOT EXPLICITLY STATED IN THESETERMS OR A SIGNED WRITTEN AGREEMENT.

THE SITE, SERVICES, MAM TECHNOLOGY, REPORTS, DATA, CAMPAIGNS, ADS,ANALYTICS, TARGETING, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “ASAVAILABLE.” EXCEPT AS EXPLICITLY STATED IN WRITING, MAM DOES NOT REPRESENT ORWARRANT THAT:

·        THE SITE, SERVICES, MAMTECHNOLOGY, OR USE THEREOF WILL BE SECURE, TIMELY, ACCURATE, COMPLETE,UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH ANY HARDWARE, SOFTWARE, SYSTEM,OR DATA;

·        THE SERVICES WILL MEET CLIENT’SREQUIREMENTS, EXPECTATIONS, PERFORMANCE GOALS, OR BUSINESS OBJECTIVES;

• ANY DATA PROVIDED BY OR ONBEHALF OF CLIENT AND STORED BY MAM WILL BE ACCURATE, RELIABLE, AVAILABLE, ORFREE FROM LOSS;
• THE SITE, SERVICES, ORINFRASTRUCTURE WILL BE FREE OF VIRUSES, HARMFUL CODE, OR OTHER HARMFULCOMPONENTS;
• ANY CAMPAIGN WILL DELIVER ANYSPECIFIC RESULT, PERFORMANCE, PLACEMENT, LEAD, CONVERSION, OR REVENUE.

MAM AND ITS LICENSORS DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BYLAW, ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED,STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY,AVAILABILITY, OR NON-INFRINGEMENT.

MAM SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES,PLATFORM CHANGES, INVENTORY ISSUES, REPORTING DISCREPANCIES, THIRD-PARTYRESTRICTIONS, CARRIER OR NETWORK ISSUES, OR OTHER PROBLEMS INHERENT IN THE USEOF THE INTERNET, ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OR SYSTEMSOUTSIDE MAM’S CONTROL.

20. Limitation ofLiability

20.1 Exclusion of Damages

TO THE FULLESTEXTENT PERMITTED BY LAW, IN NO EVENT SHALL MAM, ITS LICENSORS, AFFILIATES,OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, VENDORS, SUBCONTRACTORS,OR SERVICE PROVIDERS BE LIABLE FOR LOSS OF USE, LOST OR INACCURATE DATA,FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOSTPROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR ANYSPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVEDAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF INFORMED OF THEPOSSIBILITY OF SUCH DAMAGES.

20.2 Liability Cap

TO THE FULLEST EXTENTPERMITTED BY LAW, MAM’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATINGTO THESE TERMS, THE SITE, OR THE SERVICES SHALL BE LIMITED TO THE AMOUNTS PAIDTO MAM BY CLIENT FOR THE APPLICABLE SERVICE THAT IS THE SUBJECT OF THE CLAIMDURING THE SIX (6) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

IF YOU USE THE SITE WITHOUTPAYING FOR SERVICES, MAM’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED ONEHUNDRED DOLLARS ($100).

20.3 Exceptions

Some jurisdictions do notallow certain limitations of liability, so some limitations may not apply.Nothing in these Terms limits liability to the extent such limitation isprohibited by law.

20.4 Allocation of Risk

The limitations ofliability in these Terms are a fundamental basis of the bargain between theparties and apply regardless of the form of action.

21. Suspension andTermination

21.1 Suspension

MAM may suspend, restrict,pause, or terminate all or part of the Site or Services if MAM reasonablybelieves that:

• Client has violated theseTerms;
• Client has failed to payamounts when due;
• Client’s use creates legal,regulatory, security, operational, platform, vendor, reputational, or financialrisk;
• Client materials, Ads,campaigns, data, or instructions may violate law, platform policy, third-partyrights, or industry standards;
• Third-party platforms, vendors,carriers, or service providers require suspension;
• Suspension is necessary toprotect MAM, its clients, vendors, users, systems, or the public.

21.2 Termination

Either party may terminateServices as provided in an applicable proposal, statement of work, order form,insertion order, or written agreement. If no termination terms are stated, MAMmay terminate Services upon notice, and Client may terminate future Servicesupon written notice, subject to payment of all amounts owed and anynon-cancellable commitments, media commitments, third-party costs, setup fees,or work already performed.

21.3 Effect of Termination

Upon termination,Client must stop using any non-public MAM Technology, materials, reports,dashboards, credentials, or Confidential Information. Termination does notrelieve Client of payment obligations, confidentiality obligations, indemnityobligations, or obligations that accrued before termination.

21.4 Survival

Sections relating to ownership,licenses, payment, confidentiality, privacy, data rights, disclaimers,limitation of liability, indemnification, dispute resolution, governing law,and any other provisions that by their nature should survive will survive termination.

22. Changes to These Terms

MAM may modify these Terms from time to time. Updates will be postedon the Site with an updated effective date or last updated date. We may provideadditional notice of material changes where required by law or wherecommercially reasonable.

Your continued use of the Site or Services after updated Terms areposted means that you accept the updated Terms. If you do not agree, you muststop using the Site and Services.

23. Governing Lawand Jurisdiction

These Terms will be governed and interpreted in accordance with thelaws of the State of Indiana, without reference to conflicts of law principles.

Unless applicable law requires otherwise or a signed writtenagreement states otherwise, the parties agree that any dispute arising out ofor relating to these Terms, the Site, or the Services shall be broughtexclusively in the federal or state courts located in Hamilton County, Indiana,USA, and each party consents to the personal jurisdiction and venue of thosecourts.

24. General Terms

24.1 Relationship of theParties

The partiesare independent contractors. Nothing in these Terms creates a joint venture,partnership, franchise, fiduciary, employment, or agency relationship.

24.2 Severability

If any provision of theseTerms is held to be illegal, invalid, or unenforceable, that provision shall belimited or eliminated to the minimum extent necessary, and the remainingprovisions will remain in full force and effect.

24.3 Force Majeure

Neither party will beliable for failure or delay in performing obligations due to causes beyond itsreasonable control, including acts of God, terrorism, war, riots, pandemics,explosions, accidents, strikes, labor disputes, fire, earthquake, flood, severeweather, government action, legal restrictions, third-party provider failures,platform outages, internet failures, carrier failures, cyberattacks, ordegradation or failure of third-party networks or communicationsinfrastructure.

24.4 Subcontractors

Client acknowledges thatMAM may use third parties, vendors, subcontractors, licensors, platforms, andservice providers to operate the Services and fulfill MAM’s obligations. MAMremains responsible for its obligations under these Terms, subject to the limitationsand disclaimers herein.

24.5 Assignment

Client may not assign ortransfer these Terms without MAM’s prior written consent. MAM may assign theseTerms in connection with a merger, acquisition, reorganization, sale of assets,change of control, corporate restructuring, or by operation of law.

24.6 No Waiver

Failure to enforce anyprovision of these Terms will not constitute a waiver. Any waiver must be inwriting and signed by the party granting the waiver.

24.7 Entire Agreement

These Terms, togetherwith any applicable proposal, order form, statement of work, insertion order,invoice, Privacy Policy, Cookie Policy, and other incorporated terms or writtenagreements, constitute the entire agreement between the parties regarding theSite and Services and supersede prior or contemporaneous understandings on thesame subject matter.

24.8 ElectronicCommunications and Signatures

Clientagrees that electronic communications, electronic signatures, clickwrapacceptance, email approvals, proposal approvals, and other electronic recordsmay satisfy any legal requirement that a communication or signature be inwriting, to the extent permitted by law.

25. Contact Information

For questions about these Terms,please contact us at:

Massive Action Marketing LLC
‍4801 Lang Ave NE Suite 110Albuquerque, NM 87109
Email: info@mactionmarketing.com
Phone: 505-587-8719