Terms

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TERMS AND CONDITIONS

By accepting a Purchase Order or Statement of Work (SOW), you agree to ADGRID USA, LLC’s (hereinafter referred to as “ADGRID USA”) terms and conditions as set forth herein.

1. About ADGRID USA. 1.1 ADGRID USA is in the business of providing marketing and/or advertising campaign services (hereinafter referred to as the “ADGRID USA Services”).

2. About the Client. 2.1 The client (hereinafter referred to as the “Client”) is a party interested in accepting a Purchase Order (as defined below) issued by ADGRID USA.

2.2 Client and a ADGRID USA account manager will discuss the ADGRID USA Services being purchased.

2.3 Client’s request for ADGRID USA Services will be set forth in an agreed to Purchase Order.

2.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ADGRID USA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ADGRID USA SERVICES OR OTHER SERVICES FURNISHED HEREUNDER, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE ADGRID USA SERVICES.

2.5 Client is the party responsible for the selection and purchase of the ADGRID USA Services for Client or Client’s Customer (defined below). ADGRID USA cannot guarantee that Client or Client’s Customer will obtain any particular results or outcomes from the purchase of the ADGRID USA Services.

2.5.1 Client agrees to provide ADGRID USA with the information necessary for ADGRID USA to provide the ADGRID USA Services set forth on the Purchase Order.

3. Client’s Use Of Dashboard.

3.1 Subject to Client’s compliance with the terms and conditions of this Agreement, Client’s compliance with the terms of all Purchase Orders, and provided that Client has paid all fees due and owing, ADGRID USA hereby grants to Client a non-exclusive, non-transferable license to use the Dashboard and related services.

3.1.1 As necessary, the Dashboard may prompt Client for its login and password information and, if correct, will provide Client access to the Dashboard and related products.

3.1.2 Client will have the ability to download data and information from the Dashboard to review and share with Client’s Customer.

3.2 White Label. The default labeling of the Dashboard will contain ADGRID USA Branding Materials; however, if so requested by Client, ADGRID USA has the ability to white label the Dashboard, in its sole discretion, in Client’s name.

3.3 Throughout the duration of a campaign, provided Client has paid all fees due and owing and is in compliance with the terms of this Agreement, Client will be able to access the Dashboard and related services.

3.4 Client shall use reasonable efforts to prevent Client’s employees or other third parties from making unauthorized copies of any content on the Dashboard or other related products or improperly using the Dashboard or other related products in violation of this Agreement or any federal, state, or local law or regulation.

3.4.1 If Client discovers any such problems, Client will promptly notify ADGRID USA and take reasonable actions to resolve the problem as soon as possible.

3.5 Client is not permitted to sublicense Client’s rights or allow any of Client’s Customer or third parties to use or access the Dashboard or related products in a “service bureau” or similar mode.

4. Term and Termination.

4.1 These Terms and Conditions shall be in effect for the entire time that the ADGRID USA Services are being provided to Client or Client’s Customer (the “Term”).

4.2 ADGRID USA may terminate this Agreement at any time upon providing at least thirty (30) days advance written notice to the other party.

4.2.2 However, if any campaign is currently underway or in progress, then this Agreement will terminate at the conclusion of such campaign.

4.3 If a Party breaches or threatens to breach any provision contained in this Agreement, and such breach is not cured within thirty (30) days after receiving written notice of such breach or threatened breach from the other Party, and such written notice shall specify in reasonable detail the alleged breach and supporting facts, then the non-breaching Party may deliver a second written notice to the breaching Party terminating the Agreement, which shall be considered a termination for cause.

4.3.1 As a result, this Agreement and any rights granted under this Agreement shall terminate for cause on the date specified in the second notice.

5. Client’s Customer. Client may purchase ADGRID USA Services through a ADGRID USA account manager in order to provide for the marketing and/or advertising needs of a customer of Client (hereinafter referred to as an “Client Customer”).

5.1 Each instance of Client purchasing ADGRID USA Services for a Client’s Customer shall be set forth and agreed to in a purchase order (hereinafter referred to as a “Purchase Order”) at the time Client places an order for the ADGRID USA Services.

5.2 As set forth in a Purchase Order, ADGRID USA will (if applicable):

5.2.1 prepare and/or build the marketing and/or advertising campaign.

5.2.2 purchase the requested marketing and/or advertising services.

5.2.3 manage and optimize the marketing materials and/or advertising campaign.

5.2.4 provide Client and Client’s Customer access to the Dashboard and the Dashboard will provide transparent results of the campaign.

5.3 Client agrees that Client shall pay in advance for the ADGRID USA Services.

5.3.1    At least fifteen (15) days prior to the preparation of the marketing materials and/or campaign start date, Client agrees to pay for the first (1st) full month of the campaign along with any partial month. To be clear, the marketing materials will not be provided to Client and/or Client’s Customer and a campaign will not start until ADGRID USA has received this payment.

5.3.2    ADGRID USA will invoice Client during each month of the campaign on or about the first (1st) day of each month and Client shall pay the invoice at least fifteen (15) days prior to the start of the next month of the campaign.

5.3.3    If Client’s Customer is not permitted to prepay for the ADGRID USA Services, then Client shall execute a payment agreement prior to the campaign start date.

5.3.4    Campaigns may be rescheduled or cancelled based on the following terms:

5.3.4.1   If a campaign is rescheduled, the contract funds related to the rescheduled campaign may be re-allocated for a future campaign; however, the future campaign must be scheduled and occur within ninety (90) days of the date the current campaign was rescheduled and the rescheduled campaign will be based on the agreement and terms of the involved vendor. Please note, if the vendor will not allow for the rescheduling of a campaign, then the campaign will not be eligible for rescheduling.  

5.3.4.2.  If a campaign is cancelled, then the full remaining contract amount will be due and payable within thirty (30) days after the notice of cancellation was received by ADGRID USA.  

5.3.5    Client can pay fees to ADGRID USA with a credit card, but a processing fee of 2.75% will be added to the payment.

5.4       The ADGRID USA account manager will provide Client with ADGRID USA’s prices or fees for the ADGRID USA Services.

5.5       Client will be the party engaging ADGRID USA in the providing of the ADGRID USA Services and, as such, Client is the party that will be responsible to pay for the ADGRID USA Services.

5.5.1    Client is responsible for billing and collecting from the Client Customer the fees, costs, and/or expenses for the ADGRID USA Services.  To be clear, Client is responsible to pay for the ADGRID USA Services whether or not Client receives compensation from the Client Customer.

5.5.2    Client shall pay all federal, state, local, municipal, or other sales, use, transfer, excise, property, and other taxes and duties imposed with respect to the ADGRID USA Services.

5.6       Client agrees to initiate and be responsible for all communications with the Client Customer.

5.7       ADGRID USA reserves the right, in its sole discretion, to decline to provide work or services to Client or Client Customer.

6. Client’s Use The Dashboard.

6.1 ADGRID USA has entered into an agreement with a Third-Party Provider in order to use and sublicense the Dashboard.

6.1.1 Client acknowledges that ADGRID USA has an obligation to this Third-Party Provider and must comply with the Third-Party Provider’s terms and conditions and therefore the Third-Party Provider may limit or deny use of Dashboard by Client if the Client may potentially impede upon the Third-Party Provider’s terms and conditions.

6.1.3 To the extent that any term of this Agreement conflicts with any term of the Third-Party Provider terms and conditions, then the Third-Party Provider’s terms and conditions will prevail.

6.2 Client shall:

6.2.1 not disassemble, reverse engineer, reverse compile, or in any other way try to gain access to any Third-Party Provider confidential or proprietary information;

6.2.2 only use the Dashboard as permitted pursuant to the terms of this Agreement and Third-Party Provider terms and conditions; and

6.2.3 secure the Dashboard to the same or materially equivalent extent as Client protects its own intellectual property or similar products or services.

6.3 The services provided under this Agreement are provided “as is.”

6.3.1 CLIENT ASSUMES THE RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF THE DASHBOARD, FOR ITS USE AND FOR THE USE OF CLIENT’S CUSTOMERS.

6.3.2 ADGRID USA MAKES NO WARRANTY THAT ALL ERRORS HAVE BEEN OR CAN BE ELIMINATED FROM THE DASHBOARD, EXCEPT AS EXPRESSLY STATED HEREIN, AND ADGRID USA SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY FOR BUSINESS EXPENSES, MACHINE DOWNTOWN TIME, OR ANY OTHER DAMAGES CAUSED TO CLIENT OR CLIENT’S CUSTOMER BY AND DEFICIENCY, DEFECT, ERROR, OR MALFUNCTION THAT RESULTS IN THE LOSS OF END USER DATA, OR ERRORS OR NON-PERFORMANCE OR RESTRICTIONS OF THIRD-PARTIES OR THIRD-PARTY PRODUCT PROVIDING SERVICES TO CLIENT OR CLIENT’S CUSTOMER.

6.3.2.1 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADGRID USA IS NOT LIABLE FOR LOSS OF SERVICE, ACCESS, OR DATA FOR ANY REASON INCLUDING, BUT NOT LIMITED TO, ANY UNFORESEEN OR PREVENTABLE FAILURE RELATED TO CHANGES IN INFRASTRUCTURE OR TELECOMMUNICATION TRAFFIC CAPABILITIES, FAILURE OR BREAKDOWN OF THE INTERNET, WORLD WIDE WEB, ANY RELATED TELECOMMUNICATIONS EQUIPMENT OR SYSTEMS, OR ANY COMPUTER HARDWARE OR THE DASHBOARD.

6.4 EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ADGRID USA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DASHBOARD OR OTHER SERVICES FURNISHED HEREUNDER, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE USE OR PERFORMANCE OF THE DASHBOARD OR THE ADGRID USA SERVICES.

6.4.1 ADGRID USA makes no warranty that the Dashboard shall operate uninterrupted or be error free.

6.4.2 Live dashboard reporting can cause a delay in data transfer. ADGRID USA will update reporting discrepancies, caused by this delay, in subsequent monthly reporting.

6.5 Trading Desk Platform. ADGRID USA created a proprietary combination of software and services named AdApted Digital Media Platform TM which is a trading desk platform.AdApted Digital Media Platform TM is a proprietary combination of advertising exchanges and advertising networks which are accessible to Client when purchasing the ADGRID USA Services through the AdApted Digital Media PlatformTM.

6.5.1 Subject to Client’s compliance with the terms and conditions of this Agreement, Client’s compliance with the terms of all Purchase Orders, and provided that Client has paid all fees due and owing, ADGRID USA hereby grants to Client a non-exclusive, non-transferable license to use theAdApted Digital Media Platform TM .

7. Intellectual Property. Each Party shall retain all right, title, and interest in any intellectual property which such Party has provided to the other Party pursuant to the terms of this Agreement and the receiving Party shall have a limited, revocable license to only use such intellectual property in the performance of such obligations under the terms of this Agreement.

8. Independent Contractor.

8.1 Subject to the terms and conditions hereof, Client retains ADGRID USA as an independent contractor and ADGRID USA hereby accepts such engagement. This relationship cannot be changed or modified unless in writing and signed by both parties. Nothing contained in this Agreement shall be deemed or interpreted to constitute ADGRID USA as a partner, joint venturer, agent or employee of Client.

8.2 As an independent contractor, ADGRID USA shall be in control of ADGRID USA’s equipment, working methods and techniques. ADGRID USA will determine the method, details and means of performing the ADGRID USA Service to be performed pursuant to this Agreement.

8.3 ADGRID USA may, at ADGRID USA’s own expense, employ any assistants that ADGRID USA deems necessary to perform the ADGRID USA Services. ADGRID USA will be solely responsible for the payment of compensation and/or wages to any such assistants employed by ADGRID USA. In addition, ADGRID USA will provide and maintain, at ADGRID USA’s expense, workers’ compensation insurance for ADGRID USA and any and all assistants employed by ADGRID USA. Client may not direct or control or supervise ADGRID USA’s assistants in the performance of the ADGRID USA Services to be performed pursuant to this Agreement.

8.4 ADGRID USA will supply, at ADGRID USA’s sole expense, all equipment, tools, supplies and materials necessary to perform the ADGRID USA Services under this Agreement and Client will not be responsible for the payment of any such items unless Client provides its express written consent.

8.5 ADGRID USA acknowledges and agrees that ADGRID USA shall be responsible for paying any and all taxes assessed by all federal, state and local taxing authorities relating to all compensation that ADGRID USA receives from Client pursuant to this Agreement, including, but not limited to all FICA, FUTA and/or employment taxes. ADGRID USA, as an independent contractor, acknowledges and agrees that ADGRID USA is not covered by Client under any workers’ compensation laws, unemployment compensation laws, or the like as a result of this Agreement. ADGRID USA further acknowledges and agrees that ADGRID USA shall be solely responsible for paying any and all taxes assessed by all federal, state, and local taxing authorities relating to any and all assistants employed by ADGRID USA in connection with the ADGRID USA Services to be performed pursuant to this Agreement, including, but not limited to all FICA, FUTA, and/or unemployment taxes.

9. Data Privacy.

9.1 Rights. ADGRID USA and Client shall comply with all applicable laws related to protection of Personally Identifiable Information (defined below).

9.2 In relation to Client’s or Client’s Customer use of the Dashboard, Third-Party Provider shall be the owner of all right, title, and interest in any and all Aggregate Information (defined below), and Third-Party Provider may use Aggregate Information for any lawful business purposes.

9.2.1 Personally Identifiable Information means a user’s name, address, telephone number, email address, or IP address and other information that can be used to obtain the identity, address, or any other unique information about the user, including, without limitation, all derivations, compilations, or analysis which includes any such information.

9.2.2 Aggregate Information means all information about any user, including without limitation the number of users and their usage frequency and habits and other information derived from their use of the Dashboard or related services, except for Personally Identifiable Information.

10. Confidential Information and Information Security. Throughout the Term of this Agreement, the parties agree as follows:

10.1 Confidential Information Defined: As used in this Agreement, the term “Confidential Information” means and includes all information disclosed to one party (“Disclosing Party”) to the other party or parties (“Receiving Party”) that:

10.1.1 at the time of initial disclosure to the Receiving Party, is marked, labeled or specifically designated in writing as “Confidential Information”, or

10.1.2 qualifies as confidential information because it is information in any form whatsoever relating to the Disclosing Party’s or to any affiliate or subsidiary of the Disclosing Party

10.1.2.1 financial information, including, but not limited to, financial statements, projections, data and accounting systems;

10.1.2.2 product specifications and designs, methods and know-how, quality assurance methods, new product development technology, prices, trade secrets and secret procedures;

10.1.2.3 sales, marketing and customer information, including, but not limited to, sales projections, business procedures, the identity and lists of customers and the Disclosing Party’s, methods of marketing and promotion, advertising, marketing plans and proposals, operations, work product, names of, or agreements with, any of the Disclosing Party’s customers, or improvements in any of the foregoing;

10.1.2.4 computer software, including, but not limited to, source and object codes, flowcharts, algorithms, record layouts, routines, report formats, data compilers, assemblers, design concepts, and related documentation, manuals, and other materials; or

10.1.2.5 discoveries, inventions, copyrights, concepts and ideas, whether patentable or not, and including without limitation the nature and result of research, development, manufacturing, marketing, planning, and other business activities.

Failure to mark, label or specifically designate information as “Confidential Information” at the time of initial disclosure to the Receiving Party shall not affect its status as Confidential Information.

10.2 Exceptions to Confidential Information: The definition of Confidential Information set forth in this Section does not include any information, which:

10.2.1 was publicly available at the time of disclosure;

10.2.2 became publicly available through no act or failure to act on the part of the Receiving Party;

10.2.3 was already in the Receiving Party’s rightful possession prior to disclosure, as evidenced by the Receiving Party’s written record;

10.2.4 was disclosed to the Receiving Party by a third party having no duty of confidentiality to the Disclosing Party or any other third party; or

10.2.5 is independently developed without using the Disclosing Party’s Confidential Information.

10.3 Ownership of Data and Information: Unless otherwise agreed to in writing, the Parties agree that the Disclosing Party shall retain all ownership rights, title and interest in any specifications, designs, documentary technical know-how, instructions, customer data, and all market data and analysis and other Confidential Information provided by the Disclosing Party to the Receiving Party.

10.4 Non-Disclosure and Non-Use: The Receiving Party hereby agrees that at all times, it shall:

10.4.1 maintain the confidential nature of any and all Confidential Information disclosed to it pursuant this Agreement;

10.4.2 use such Confidential Information solely to accomplish the purpose set forth in this Section;

10.4.3 use reasonable efforts and diligence to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft;

10.4.4 use at least the same degree of care, but no less than a reasonable degree of care, to safeguard and protect from disclosure such Confidential Information as it uses with its own confidential information that it does not wish to disclose;

10.4.5 not disclose to others, or permit any person or entity under its control to use or disclose to others, such Confidential Information, except as expressly permitted by this Agreement, or as may otherwise be expressly authorized by the Disclosing Party in writing; and

10.4.6 provide immediate written notice to the Disclosing Party in the event it discovers a loss or unauthorized disclosure of such Confidential Information.

10.5 Permitted Disclosure: The Receiving Party may disclose the Confidential Information:

10.5.1 to its employees, agents or representatives who require access to such Confidential Information to accomplish the purpose contemplated herein, but only if such employees, agents or representatives agree to treat the Confidential Information in accordance with this Agreement; and

10.5.2 if disclosure is required by the Receiving Party pursuant to a law, judicial order or governmental directive, in which event the Receiving Party shall provide the Disclosing Party with prompt written notice of any such required disclosure, and the Receiving Party shall take reasonable steps to maintain the confidentiality of the Confidential Information.

10.6 Return of Confidential Information: The Receiving Party agrees that at the completion of the purpose contemplated herein, or within five (5) days of a request by the Disclosing Party, the Receiving Party shall:

10.6.1 at the Disclosing Party’s direction, promptly return to the Disclosing Party, or destroy as specified by the Disclosing Party, all documents, disks or other material embodying the Confidential Information then in its possession, or under its control;

10.6.2 certify its return or destruction of the Confidential Information, as the case may be, upon demand by the Disclosing Party; and

10.6.3 not retain any copies or records of the Confidential Information except for a file to be retained by the Receiving Party’s legal counsel.

10.6.4 The return or authorized destruction of the Confidential Information pursuant to this Section, or as a result of any termination of this Agreement, shall have no effect on the obligations imposed on the parties with respect to the protection and non-disclosure of the Confidential Information for the full period of time required under this Agreement.

11. Export Control. Client agrees not to ship, transfer, or export the Dashboard, ADGRID USA Services, or any related services to any country, nor will Client use the Dashboard, ADGRID USA Services, or related services in any manner prohibited by the United States Export Administration Act or any other export laws national or international, restrictions or regulations that apply to the Dashboard or related services.

11.1 Client agrees to indemnify and hold ADGRID USA and Third-Party Provider harmless for any violation of this provision.

12. Notices.

12.1 Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, via electronic mail or facsimile.

12.2 If such notice or demand is served personally or via electronic mail or facsimile, notice shall be deemed constructively made at the time of such personal service.

12.3 If such notice, demand, or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given.

12.4 All notices shall be delivered to the Party’s address as set forth in the Purchase Order.

13. Rule of Construction. The parties agree that the contract interpretation rule that a contract drafted by a party is to be construed against the drafting party is not applicable as to this Agreement.

14. Governing Law, Forum-Selection and Consent to Personal Jurisdiction and Venue.

14.1 This Agreement will be governed by and construed solely in accordance with the laws of the State of Ohio without regard to the principles of conflicts of laws thereof.

14.2 Any action arising from this Agreement shall be filed in the United States District Court for the Northern District of Ohio or in state court in Summit County, Ohio.

14.3 Each party irrevocably consents to the exclusive jurisdiction and venue of any such court in any such action.

14.4 Notwithstanding the foregoing, if a claim in any way involves Third-Party Provider, then the Parties agree that Third-Party Provider’s governing law and forum selection clauses may control and result in the Third-Party Provider’s forum selection clause or governing law clause governing any disputes pertaining to this Agreement and such dispute may be resolved in the courts in the State of California.

15. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

16. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

16.1 ADGRID USA’S AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.

16.2 THE FOREGOING SHALL NOT SERVE TO LIMIT, IN ANY WAY:

16.2.1 EITHER PARTY’S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, AND

16.2.2 EITHER PARTY’S RIGHTS TO STATUTORY DAMAGES BASED ON INFRINGEMENT BY THE OTHER PARTY OF THE INTELLECTUAL PROPERTY RIGHTS OF THE AGGRIEVED PARTY.

17. Indemnification by Client.

17.1 Client shall, at Client’s own expense, defend, indemnify, and hold harmless ADGRID USA and Third-Party Provider (hereinafter referred to as the “Indemnified Parties”) from and against any third-party liabilities, claims, demands, or suits in connection with:

17.1.1 Client’s distributing, marketing, or use of the Dashboard, ADGRID USA Services, or related services;

17.1.2 Client’s breach of this Agreement; or

17.1.3 Client’s violation of applicable law.

17.2 In connection with the foregoing indemnification obligations, ADGRID USA shall provide Client with:

17.2.1 prompt notice of such claim (but late notice shall not void Client’s indemnification obligations unless the lateness itself prejudiced Client’s ability to fulfill its obligations) and

17.2.2 reasonable cooperation and assistance, at Client’s expense, with regard to such claim.

17.3 When settling or compromising a claim, Client shall not, without ADGRID USA’s written approval, make any admission of facts or liability whatsoever regarding ADGRID USA or Third-Party Provider.

18. Authority. The parties agree that the representative executing this Agreement has the authority to enter into this Agreement and bind either ADGRID USA and/or the Client, as appropriate.

19. Successors and Assigns.

19.1 This Agreement will be binding upon the Client’s administrators and other legal representatives and will inure for the benefit of ADGRID USA and its respective successors and assigns.

19.2 Client does not have the right or authority to assign, sublicense, and/or resell the services set forth in this Agreement, and specifically Client will not allow any third-party use of the Dashboard, without the express written consent of ADGRID USA.

20. Entire Agreement.

20.1 This Agreement sets forth the entire agreement and understanding between ADGRID USA and Client relating to the subject matter herein and supersedes any and all prior agreements or understandings, written or oral, between the parties relating to the subject matter herein.

20.2 No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless set forth in a writing signed by both parties.

21. Force Majeure.

21.1 Neither party will be responsible for any delay in the performance of all or any part of this Agreement caused by acts of God and nature, court orders, war or threat of war, acts of terrorism, insurrections, riots, sabotage, strikes, lockouts or other labor or industrial disturbances, or other causes or circumstances which cannot reasonably be prevented by the party whose performance is delayed (“Force Majeure Event”).

21.2 Prompt notice of any anticipated delay or failure of compliance due to a Force Majeure Event shall be provided, and the performance of the party giving notice shall be suspended for the time that such event reasonably causes such delay or failure of compliance.

22. No Waiver. Any failure of ADGRID USA at any time to insist upon strict performance of any condition, promise, agreement, or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time.

23. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile and other electronic signatures (including PDF format) and ally transmitted copies of signed signature pages will be deemed binding originals.

24. Captions. Headings and captions throughout this Agreement are for convenience only and should not be considered part of the Agreement.

25. Accuracy of Information. Client agrees that any information that it provides to ADGRID USA pursuant to this Agreement or in furtherance of the performance of the ADGRID USA Services will be accurate and ADGRID USA has no obligation to verify the accuracy of any such information.