MAGNOLIA LABS ADVERTISER NETWORK TERMS OF SERVICE
THE FOLLOWING DESCRIBES THE TERMS ON WHICH MAGNOLIA LABS OFFERS YOU ACCESS TO OUR SERVICES.
YOUR USAGE OF OUR SERVICES SHALL CONSTITUTE YOUR AGREEMENT TO ACCEPT AND ADHERE TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, AS WELL AS THE OTHER POLICIES, TERMS AND CONDITIONS INCORPORATED HEREIN AND ANY MODIFICATIONS OR ADDITIONS HERETO IMPLEMENTED BY MAGNOLIA LABS FROM TIME TO TIME IN ITS SOLE DISCRETION.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS CUSTOMER AGREEMENT
These Advertiser Standard Terms and Conditions (“Terms”), together with the terms set forth in any Work Order (as defined below) constitute a legally binding and enforceable Advertising Service (as defined below) Agreement (“Agreement”) between (1) the person agreeing (and, if applicable, the entity upon whose behalf the person agrees) to these Terms or any document referencing these Terms by accepting these Terms electronically or by Participating (as defined below) (“Advertiser”); and (2) as specified in the corresponding Work Order, Magnolia Labs, a California corporation (“Magnolia Labs”).
1.SELECTED DEFINITIONS. For the purpose of these Terms, “Ad” means any Ad Content (as defined below) or other advertising material published pursuant to this Agreement. “Ad Content” means any content or information (electronic or otherwise) which forms part of, is displayed, or is reachable by the user in connection with the Advertising Service. “Advertising Service” means the advertising service provided to Advertiser pursuant to this Agreement. “Lead” means every time relevant contact data is generated as defined by a Work Order. “Magnolia Labs Network” means the network of Magnolia Labs media through which advertising shall occur. “Participating” means provision of the Advertising Service to Advertiser, effective as of the earlier of: (a) the display of the first Ad; or (b) Advertiser’s execution of a Work Order. “Work Order” means a written or online order for services (including e-mail requests) or similar document agreed to by the parties (including via an account management system).
2.WORK ORDERS. Magnolia Labs shall prepare an initial Work Order for Advertising Services and shall receive Advertiser’s consent before commencement of any Advertising Services. Work Orders alone shall determine the parameters of any Advertising Service provided to Advertiser.
3.PAYMENT.
a.Obligation to Pay. Advertiser agrees to promptly pay all Cost Per Lead (as defined below) advertising fees charged to it by Magnolia Labs, including any applicable taxes or charges imposed by any governmental entity, in accordance with this Agreement. If Advertiser utilizes Magnolia Labs’ account management service, then the applicable pricing rate shall be set by Magnolia Labs.
b.Payment by Invoice. Advertiser agrees to promptly pay Magnolia Labs all charges to its account in United States dollars, in accordance with this Agreement.
c.Failure to Promptly Pay Amounts Owed. If Magnolia Labs is unable to charge Advertiser’s credit card, there is a chargeback, or Advertiser otherwise fails to promptly pay any charge, irrespective of the payment method utilized, Magnolia Labs may charge a monthly late payment fee equal to one and one-half percent (1.5%) of the owing balance or the highest rate allowed by law, if lower. Additionally, Magnolia Labs may charge an overdue payment penalty fee. Termination of this Agreement and/or payment of late payment charges shall not prejudice any other rights or remedies that may be available to Magnolia Labs. Advertiser agrees it is responsible for all reasonable expenses and attorneys’ fees Magnolia Labs incurs to collect payments owed.
d.Payment Disputes. To the fullest extent permitted by law, Adute its consent thereto.
nd covenants that: Any information or data Advertiser has provided or will provide under this Agreement is and will be accurate and complete. Advertiser shall not advertise anything illegal, nr amounts held on deposit with Magnolia Labs.
12.TERM AND TERMINATION. Each party may terminate this Agreement upon prior written notice to the other party. Unless otherwise set forth in a Work Order, Adv