Acceptance by Client of an Inbound Marketing Agreement issued by 434 Marketing, to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and 434 Marketing with respect to the responsibilities of 434 Marketing and Client pursuant to the Inbound Marketing Agreement and these Standard Terms and Conditions (collectively referred to as the “Agreement”). Client represents and warrants that: (1) it has the full authority to enter into the Agreement and to perform the acts or obligations required of it in the Agreement; (2) the execution of the Agreement and the performance of its obligations do not and will not violate any other agreement that it is a party to; (3) the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms. The formation, construction, performance and enforcement of the Agreement shall be in accordance with the laws of the State of Connecticut without regard to its conflict of law provisions.

Scope of Service

434 Marketing shall provide only those professional services and/or products specified in the Agreement (the “Work”). Client understands and agrees that, unless listed in the Agreement, 434 Marketing is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Client requests and 434 Marketing agrees to perform any services that are in addition to or outside the scope of Work identified in the Agreement, Client shall promptly pay 434 Marketing for such services in accordance with the terms and rates shown in the Agreement or, if no such terms or rates are shown in the Agreement, in accordance with 434 Marketing’s standard terms and rates for the services performed.

Client’s Content

Client represents and warrants to 434 Marketing that: (1) it owns, or has acquired the express written authority to use all of the content Client gives to 434 Marketing, (“Client Content”); (2) Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Client Content does not infringe upon nor violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Client regarding Client Content; and (5) Client will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Client and a third party.

Client’s Ownership and 434 Marketing’s Ownership

Once payment is received, 434 Marketing grants all rights to content produced for Client exclusively to Client, excluding third party components. Notwithstanding the foregoing, 434 Marketing retains the right to display graphics and other Web content elements as examples of 434 Marketing’s work. 434 Marketing shall own, and retain all intellectual property rights in all preexisting material, information, know-how and data created.

Access to Site and Information

Client will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for 434 Marketing to timely and fully complete the Work. 434 Marketing is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents or 434 Marketing, and 434 Marketing has no obligation to investigate facts or conditions not disclosed to it by Client.

Payment Terms

Client’s failure to pay on time constitutes a material breach of contract by Client permitting 434 Marketing to suspend its performance hereunder; additionally, 434 Marketing shall have all other remedies permitted to 434 Marketing by law, equity and these terms. 434 Marketing reserves the right to apply interest charges at 12% APR on any past-due invoice. If Client has provided 434 Marketing with a credit card authorization, 434 Marketing shall be entitled to charge the invoice amount and interest against such card. Client will be responsible for all collections costs, including reasonable attorney’s fees, incurred by 434 Marketing as a result of any collection process or proceeding.

Notice and Notice of Cancellation:

434 Marketing or Client may cancel this Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least sixty (60) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and mailed to the party’s address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.

WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH HEREIN, 434 Marketing’S SERVICES ARE PROVIDED “AS IS.” 434 Marketing EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. 434 Marketing DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL BE COMPLETELY ERROR-FREE, COMPLETELY SECURE OR UNINTERRUPTED. 434 Marketing SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF TELECOMMUNICATIONS SYSTEMS, THE INTERNET, SEARCH ENGINES, SOCIAL MEDIA SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF 434 Marketing. CLIENT ASSUMES ALL RISKS RELATED TO PROCESSING OF TRANSACTIONS RELATED TO ELECTRONIC COMMERCE. Client’s sole remedy for a breach of the foregoing warranty is to require 434 Marketing to correct or replace, at 434 Marketing’s election, the affected service if Client gives Notice to 434 Marketing of such breach within 6 months from the date the affected services were provided.

LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS AND/OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL 434 Marketing, IT’S OWNERS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR PROFESSIONAL ERRORS OR OMISSIONS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON AGREEMENT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 434 Marketing, IT’S OWNERS, OFFICERS, OR EMPLOYEES’ CUMULATIVE LIABILITY TO CLIENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO 434 Marketing BY CLIENT PURSUANT TO THE PREVIOUS THREE MONTHS OF THE AGREEMENT. 434 Marketing SHALL NOT BE LIABLE TO CLIENT OR CLIENT’S REPRESENTATIVES FOR ANY HARM RESULTING FROM ANY USE OF CONFIDENTIAL INFORMATION.

Indemnification

Client agrees to defend, indemnify and hold harmless 434 Marketing from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based upon a third party claim arising, directly or indirectly, out of the Client Content.

How Disputes will be Resolved

Any dispute arising out of the Agreement shall be Arbitrated in New Haven, Connecticut, in accordance with the rules and practices of the American Arbitration Association. The Parties shall agree on an Arbitrator; if they cannot agree, an Arbitrator will be chosen by the President of the Connecticut Bar Association. Any party may ask that a judgment upon the award rendered be entered in any court having jurisdiction thereof.

Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly, by reason of fire, earthquake, labor dispute (other than labor disputes of such party or its independent contractors and its employees), act of God, acts of terrorism, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond a party’s reasonable control.

Enforcement

Each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. Indemnification, Client’s Ownership and 434 Marketing’s Ownership and shall survive termination or cancellation of the Agreement.

For questions regarding our Standard Terms and Conditions, please email us at info@434marketing.