Terms And Conditions

This License Agreement ("Agreement") with BuyerTool, LLC, a California limited liability company with a principal place of business at 600 B Street, No. 300, San Diego, California 92101 ("BuyerTool"). This Agreement is a legal and enforceable agreement that governs your relationship with BuyerTool once you accept its terms and conditions by checking the "I Have Read and Accept the Terms and Conditions of this Agreement" box and clicking the Submit button.

1. Purpose.

The purpose of this Agreement is to set forth the terms and conditions of your access and use of BuyerTool’s data integration software and incorporated propriety technology. This is a legally enforceable contract between You and BuyerTool. By agreeing to these terms, you are signifying to us that you have a Facebook® and/or Instagram® account(s) and have agreed to the Facebook Terms and/or Instagram Terms. Your Membership, the Licensed Software and the Services are governed by this Agreement

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH CAN BE FOUND HERE. PLEASE CAREFULLY REVIEW THIS LANGUAGE.

2. Definitions.

Since this Agreement is a binding legal contract, clarity is important. You will notice that we capitalize certain words in this Agreement even when the rules of grammar do not require capitalization. We do this because in the context of this Agreement, such capitalized words have specific meanings, which can be found where they are first used, as indicated by bold text (like "Agreement" described above). Some additional words have special meanings whenever you see them in this Agreement, which meanings are as follows:

2.1 "Ad Budget"

means all information that User submits and enters into the License Software to utilize the Services to budget its advertisement campaigns at Facebook® and/or Instagram®.

2.2 "Ad Content"

means all written, video and audio advertisement content and related information that User publishes on Facebook® and/or Instagram® via the utilization of License Software and Services.

2.3 "Documentation"

means such manuals, documentation and any other supporting materials relating to the Licensed Software as are currently maintained by BuyerTool and generally provided to its Users. Documentation shall be as provided at BuyerTool’s website.

2.4 "Facebook Terms"

means all written terms, conditions of services, policies, procedures and guidelines that Facebook provides to its users.

2.5 "Instagram Terms"

means all written terms, conditions of services, policies, procedures and guidelines that Instagram provides to its users.

2.6 "Internal Purposes"

means User’s use of the Licensed Software in its business.

2.7 "Licensed Software"

means the code versions of the computer software used by User under this Agreement allowing via application programming interface to social media, allowing for data aggregation including adverting and account data ("Data"), any extracts from such software, features and functions guides, derivative works of such software or collective works constituting such software (such as subsequent releases) to the extent offered to User under this Agreement, and the related Documentation. All such Licensed Software shall be accessible to User via BuyerTool’s website.

2.8 "Membership"

means the subscription services that a Permitted User purchases to publish and manage its advertisements on Facebook® and/or Instagram®.

2.9 "Permitted User"

is as defined based on monthly subscription paid by User.

2.10 "Services"

means any and all online and other services included in the Membership, and as provided by, BuyerTool.

2.11 "Buyertool"

means and refers to BuyerTool, LLC.

2.12 "Support Services"

means the support services obtained by User under this Agreement. All such Support Services, which may change from time to time, as specified in more particular detail at BuyerTool’s website.

2.13 "Termination Rights"

means after termination of this Agreement, User shall have full access to its Data, but shall not have access to specific applications provided in the Licensed Software.

2.14 "Trial Period"

means the Membership subscription services that a Permitted User subscribes to in order to test the Licensed Software and Services as a normal paying User for a fourteen (14) day period without having a pay a subscription fee.

2.15 "User," "You" or "Your"

means and refers to the entity and its registered user(s), or a single users, who have executed this Agreement by checking the "I Have Read and Accept the Terms and Conditions of this Agreement" box and clicking the Submit button.

3. Software License.

3.1

Subject to the terms and conditions of this Agreement, BuyerTool grants to User a nonexclusive and nontransferable license to use the Licensed Software on a single database during the term of this Agreement, subject to the following limitations:

A.

User shall use the Licensed Software for its Internal Purposes only. In no event shall the Licensed Software be disclosed, made available to or used for the benefit of any third party; sold, assigned, leased or otherwise disposed of; or commercially exploited or marketed in any way, with or without charge, by User or any of User’s employees, clients or agents.

B.

The license granted hereunder shall be limited to the number of Permitted Users as authorized in the Membership that the appropriate license fees have been paid.

C.

User shall not copy the Licensed Software, except for normal operational purposes of the Licensed Software.

D.

Except to the extent permitted by applicable law notwithstanding this restriction, User shall not copy, modify, translate, decompile, disassemble or otherwise reverse engineer, or otherwise determine or attempt to determine source code or protocols from, the executable code of the Licensed Software, or create any derivative works based upon the Licensed Software or Documentation, and User shall not permit or authorize anyone else to do so. User also agrees that any works created in violation of this subsection are derivative works and, as such, User assigns all right, title and interest therein to BuyerTool.

E.

Upon termination of this Agreement, User shall utilize its Termination Rights to access its Data, but shall not have access to specific applications provided in accordance with the Licensed Software.

3.2 Documentation License

Subject to the prior written authorization of BuyerTool and to any conditions contained in such authorization, User may, at its own expense, make copies of the Documentation, whereupon any and all such copies shall become and remain Documentation, subject to the terms and conditions of this Agreement. Customer shall not remove, and shall affix to the media upon which it is copied, any proprietary markings or legends placed upon or contained within the Licensed Software or Documentation.

3.3 Ownership

As between BuyerTool and User, BuyerTool retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets ("Intellectual Property"), in and to the Licensed Software and any portion thereof, including, without limitation, any copy or derivative work of the Licensed Software (or any portion thereof) and any update thereto. User agrees to take any action reasonably requested by BuyerTool to evidence, maintain, enforce or defend the foregoing. User shall not take any action to jeopardize, limit or interfere in any manner with BuyerTool’s ownership of and rights with respect to the Licensed Software, or any derivative work thereof or update thereto. Data belongs to the User. User shall have only those rights in or to the Licensed Software and any derivative work thereof or update thereto granted to it pursuant to this Agreement.

4. Pricing.

The Membership fee for the Licensed Software and Services ("Membership Fee") shall be the current quoted amount on BuyerTool’s website, which amount may change from time to time. Not all pricing includes taxes, if applicable. User shall submit payment for the Membership Fee via credit card or other permitted payment method, as offered by BuyerTool at the time of subscribing to Your Membership. BuyerTool reserves its right to modify all fees for its Membership Fees. At no time shall You be entitled to any deduction or set-off against the Membership Fee, nor be entitled to any refund or reimbursement of Membership Fees paid to BuyerTool.

4.1

When enrolling in a Trial Period, You agree to provide to BuyerTool a valid credit card or other permitted payment method to automatically commence charging You for the Membership on the first day after the Trial Period is over, which will occur unless you submit timely notification to BuyerTool that You want to cancel your Membership before the end of the Trial Period.

4.2

You agree that You are solely responsible for all advertisement fees that You purchase through the Licensed Software and Services, including but not limited to, delivering payment to Facebook®, Instagram® and other third-parties, if applicable.

4.3

By using the Licensed Software and Services, You agree that You are solely responsible for setting Your Ad Budgets for the Facebook® and/or Instagram® advertisements.

5. You have both rights and obligations.

You may access and use the Licensed Software and Services and use their features on your computer or mobile device solely for your personal, non-commercial use. You also may print out and make copies of the Content in connection with that personal, non-commercial use. You may not make use of the online and mobile resources or any Content for any commercial purpose whatsoever unless you have received our express written permission in advance. You acknowledge that if you make any such prohibited use, it will be a breach of this Agreement allowing us to pursue certain remedies under the laws governing contracts. Breach of certain obligations under this Agreement also may be a violation of other applicable laws such as intellectual property laws. We will not be responsible or liable for any loss or damage you might suffer from failure to comply with this Agreement.

Among your other obligations, you are required to make sure you don’t use the Licensed Software and Services, Content, and the various features and functions offered on or through the online and mobile resources, for, or in connection with:

  • reverse engineering, making machine code human readable, or creating derivative works or improvements;
  • scraping, crawling, downloading, screen-grabbing, or otherwise copying and/or transmitting them in any way we haven’t specifically permitted;
  • commercially exploiting or providing them to third parties;
  • introducing, transmitting, or storing viruses or other malicious code;
  • interfering with their security or operation;
  • framing or mirroring them;
  • creating, benchmarking, or gathering intelligence for a competitive offering;
  • removing, modifying, or obscuring proprietary rights notices on them;
  • defaming or harassing anyone;
  • infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship;
  • intercepting or expropriating data; and/or
  • spamming, spoofing, or otherwise misrepresenting transmission sources.

6. Consent To Be Contacted.

You expressly consent to be contacted at the email address and the phone number You provide to BuyerTool in Your Membership enrollment, including through automated dialing systems and artificial or pre-recorded messages. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties. For additional terms of how we collect, use, store and share your information, please see our privacy policy.

7. Representations and Warranties.

User represents, warrants, and covenants (as applicable) to BuyerTool that it is solely responsible for all aspects of any websites, banner ads, other online ads, electronic, messaging, social media, search engine optimization, and any other media property or tools ("Media") used by User to display or distribute advertising, including but not limited to the development, operation, and maintenance of its Membership, the Licensed Software and Services and all content that appears on or within User’s Facebook® and/or Instagram® accounts, or published elsewhere. User agrees that it must conduct all marketing and other activities related to its Membership in full compliance with all then-current applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission Act ("FTC Act"), Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act, California Civil Code Section 1798.83, FTC Guides Concerning the Use of Endorsements, the Children’s Online Privacy Protection Act, the Electronic Funds Transfer Act and implementing regulations, the Restore Online Shoppers’ Confidence Act and all state laws regulating negative option programs including, but not limited to, California Business & Professions Code Section 17601 et seq.,

Without limiting the foregoing, User must meet the following requirements:

  • (i) Not include content that is deceptive, misleading, false, untruthful, unsubstantiated, or otherwise fails to comply with applicable federal, provincial and state consumer protection laws, regulations, and guidelines (without limitation, this includes fake “before and after” photos, fake celebrity endorsements, and false claims of a “free” trial).
  • (ii) Not include any express or implied claims about the efficacy of, or generally expected results of using, any product, service or program unless You possess competent and reliable scientific evidence to substantiate the claim, which shall mean tests, analyses, research, or studies, conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results.
  • (iii) Where the User’s advertisement includes a message that consumers are likely to believe reflects the unbiased opinions, beliefs, findings, or experiences of User or any other person or party (“Endorser”) other than User, (including but not limited to consumer testimonials or celebrity or expert endorsements, blogs, and other statements), the message: (a) must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and may not convey an express or implied representation that would be deceptive if made directly by User; (b) may not be presented out of context or reworded so as to distort in a material way the Endorser’s opinion or experience with the User’s product, service, or brand. (c) if the message represents that the Endorser uses the User’s product, service, or brand, the Endorser must have been a bona fide user of it at the time the message was distributed and the message may remain posted only as long as User has good reason to believe the Endorser continues to subscribe to the views presented; may not claim that the experience is representative of what consumers will generally achieve; (d) must include in User’s advertisement a disclosure that the Endorser has received consideration for his/her message, or otherwise disclose the material connection between the Endorser and the User or its affiliate, as appropriate.
  • (iv) Not infringe on the personal rights, trademark, service mark, trade dress, trade name, logo, publicity right, copyright, patent rights, or any other intellectual property right of any third party;
  • (v) Not constitute any advertising via facsimile or telemarketing (including without limitation by use or pre-recorded or artificial voice messages);
  • (vi) Not use any methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of a consumer;
  • (vii) Not serve advertising, or drive traffic to advertising or Media, using spyware, adware, parasiteware, or any downloadable application;
  • (viii) Not constitute deceptive software download or computer setting practices, including but not limited to, installing software without the user’s knowledge, changing a user’s home page without securing the user’s permission, or offering downloadable software that does not include an uninstaller or that cannot be uninstalled by add/remove programs;
  • (ix) Be content-based, not simply a list of links or advertisements.
  • (x) Have a top-level domain name.
  • (xi) Not offer incentives to users to click on ads or to sign-up for advertiser offers, including; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
  • (xii) Not promise gifts or anything else of value as a reward or incentive for participating in an online quiz or survey;
  • (xiii) Be fully functional at all levels; no 'under construction' sites or sections.
  • (xiv) Not include racial, ethnic, political, hate-mongering or otherwise objectionable content.
  • (xv) Not include investment advice, money-making opportunities or other advice not permitted under law.
  • (xvi) Not include gratuitous violence or profanity, and not include material that defames, abuses, or threatens physical harm to others.
  • (xvii) Not include or promote any illegal activity including, without limitation, the promotion of illegal substances or activities such as illegal online gambling, how to build a bomb or commit any other criminal act, counterfeiting money, etc.
  • (xviii) Not spoof, redirect, or traffic from adult-related websites in an effort to gain traffic.

User represents that it has disclosed to BuyerTool prior to executing this Agreement, the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by the Federal Trade Commission and any other federal, state or local governmental or regulatory body or agency, or any industry regulatory authority.  User further represents that if it becomes involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, User shall immediately provide notice to BuyerTool of such action, investigation, complaint or other proceeding, in which event either may terminate this Agreement immediately. User shall be liable for any and all actions brought by a federal, state or local regulatory body, and lawsuits arising out of all marketing and selling of its products and services conducted as part of this Agreement except to the extent the actions or conduct of BuyerTool, only, and not User gave rise to such actions.

8. Warranty disclaimer; Liability and indemnity.

You agree that BuyerTool is providing a data management software application for Facebook® and/or Instagram® advertisements. You agree and acknowledge that you alone must evaluate and bear all risks associated with each of your advertising campaigns on Facebook® and/or Instagram®. You further agree and acknowledge that BuyerTool does not prescreen Your advertisements, but BuyerTool can review, reject or remove Your advertisements that have been submitted and published through the Licensed Software and/or Services.

THE LICENSED SOFTWARE AND SERVICES, THEIR ACCESSIBILIITY, THEIR AD BUDGET AND AD CONTENT, YOUR ACCOUNT AND ANY OTHER INFORMATION, FEATURES AND FUNCTIONS, OR PRODUCTS AND SERVICES ON THEM ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYERTOOL, IT’S AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, SHAREHOLDERS, AND REPRESENTATIVES (THE "BUYERTOOL PARTIES") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY. IF YOU ARE DISSATISFIED, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE O LICENSED SOFTWARE AND SERVICES, THEIR ACCESSIBILITY, THE AD BUDGET AND AD CONTENT, AND YOUR ACCOUNT.

THE BUYERTOOL PARTIES HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, (INCLUDING CLAIMS OF DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE AND SERVICES, THEIR ACCESSIBILITY, THEIR AD BUDGET AND AD CONTENT, FEATURES AND FUNCTIONS, YOUR ACCOUNT OR ANY SERVICES THAT YOU ACCESS THROUGH THEM. THESE LIMITATIONS SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE BUYERTOOL PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE BUYERTOOL PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. In no event shall BuyerTool’s total liability to you for all damages, losses, and/or causes of action, whether in contract, tort (including without limitation negligence), or otherwise, arising out of or relating to the Licensed Software and the Services, the Membership, or use exceed fifty dollars (US $50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

You agree to defend, indemnify, and hold the BuyerTool Parties harmless from all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising in any way from your use of the Licensed Software and Services, the Membership, your Account, or your breach or violation of applicable laws or of these Terms of Use. BuyerTool reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with BuyerTool’s defense of such claim.

9. Disputes.

EXCEPT AS OTHERWISE PROVIDED HEREIN, IF EITHER YOU OR BUYERTOOL WANT TO BRING A CLAIM OR CAUSE OF ACTION AGAINST THE OTHER UNDER THIS AGREEMENT, OR IF ANY DISPUTE ARISES BETWEEN THE PARTIES AS A RESULT OF THIS AGREEMENT OR YOUR USE OF THE LICENSED SOFTWARE AND SERVICES, THE MEMBERSHIP, THE AD BUDGET AND AD CONTENT, OR BUYERTOOL PRODUCTS AND SERVICES, EACH PARTY AGREES TO USE ARBITRATION AS THE SOLE AND EXCLUSIVE MEANS TO BRING SUCH A CLAIM OR CAUSE OF ACTION OR TO RESOLVE SUCH A DISPUTE. YOU UNDERSTAND THAT BY AGREEING TO THE FOREGOING AND THE MORE SPECIFIC TERMS BELOW, EACH OF YOU AND BUYERTOOL ARE GIVING UP THEIR RIGHT TO FORM OR BE A PART OF A CLASS ACTION OR OTHER REPRESENTATIVE LAWSUIT. YOU ARE NOT, HOWEVER, WAIVING YOUR ABILITY TO RECOVER DAMAGES. ALTHOUGH ARBITRATION PROCEDURES ARE DIFFERENT FROM COURT PROCEDURES, AN ARBITRATOR CAN AWARD YOU INDIVIDUALLY THE SAME DAMAGES AND RELIEF AS A COURT, AND JUDGMENT ON THAT AWARD MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.
As such, both You and BuyerTool specifically agree that:

Arbitration.

Except for small claims court cases, all claims, causes of actions and disputes (collectively, “Disputes”) that cannot be resolved by the parties after a good faith effort at negotiation shall be submitted for arbitration administered by the American Arbitration Association ("AAA"). The AAA will apply the Commercial Arbitration Rules to the arbitration of any Dispute pursuant to these Terms, unless you are an individual and use the products and services for personal or household use, in which case the AAA will apply the Consumer Arbitration Rules (excluding any rules or procedures governing or permitting class actions). You can get procedures (including the process for beginning an arbitration), rules, and fee information from the AAA website (www.adr.org).

The party seeking to commence arbitration must first notify the other party in writing at least 30 days in advance of initiating the arbitration. Notice to BuyerTool should be sent to BuyerTool, LLC, 600 B Street, #300, San Diego, CA 92101. We will provide notice to your email address(es) and street address(es), if any, associated with your Account at the time the notice is sent. The notice must describe the nature of the claim and the relief being sought.

Regardless of such notice, no arbitration may be commenced if barred by the statute of limitations applicable to the Dispute. The arbitrators shall have no power to award punitive damages or any other damages not measured by the prevailing party’s actual damages or damages in excess of the limitations set forth herein. Even if other portions of these arbitration provisions are held to be invalid or unenforceable, the arbitrators shall not have the power award or impose any remedy that could not be made or imposed by a court sitting in the jurisdiction and venue agreed to by the parties and deciding the matter in accordance with the governing law agreed to by the parties. All aspects of the arbitration including the result shall be treated as confidential and shall not be disclosed unless required by legal, audit, or regulatory requirements. The amount of any settlement offer made by either of us prior to arbitration cannot be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The arbitration proceedings are subject to the U.S. Federal Arbitration Act and hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. The award of the arbitrators shall be binding and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

In the event that an arbitrator or other finder of fact finds that User violated Section 5 or 7 of this Agreement, then User acknowledges and agrees that BuyerTool shall be entitled to liquidated damages in the amount of Ten Thousand Dollars ($10,000) for each violation of said Sections. It is expressly stipulated by User that the actual amount of damages resulting from such violations of Sections 5 or 7 would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, and differences of opinion with respect to such matters, and that the liquidated damages provided for herein are a reasonable estimate by the Parties of such damages.

User agrees that such liquidated damages are not exclusive of any other remedies available to BuyerTool may have, especially in cases of fraud. Under principles of equity, User acknowledges and agrees that if an arbitrator finds that User has breached any term of this Agreement, then BuyerTool shall be entitled to pre and post judgment interest at the maximum interest rate allowed by law.

Unless you and BuyerTool agree otherwise, the arbitration will occur in U.S. English and take place in San Diego, California. Payment of any fees will be decided by the applicable AAA rules.

Notwithstanding the foregoing, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either you or BuyerTool to bring an individual action in small claims court or require BuyerTool to arbitrate a Dispute if it is pursuing a claim for IP infringement. BuyerTool shall have the right to bring such intellectual property infringement claim in any state or federal court.

Class Action Waiver.

YOU AND BUYERTOOL AGREE THAT EACH MAY BRING CLAIMS TO THE FULLEST EXTENT LEGALLY PERMISSIBLE AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (COLLECTIVELY, THE "CLASS ACTION WAIVER"). Further, unless both you and BuyerTool agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If for any reason the Class Action Waiver set forth above cannot be enforced as to some or all of the Dispute, then the agreement to arbitrate will not apply to that Dispute or portion thereof. Any Disputes covered by any deemed unenforceable Class Action Waiver provision may only be litigated in a court of competent jurisdiction, but the remainder of the agreement to arbitrate will be binding and enforceable. For the avoidance of doubt, the parties do not agree to class arbitration or to the arbitration of any claims brought on behalf of others.

Intellectual Property and Computer Trespass Claims.

Notwithstanding the above, the foregoing mandatory arbitration provision shall not apply in the event we bring a claim against you for infringement of our intellectual property rights, computer trespass, or related claims, in which event you agree that venue is proper and personal jurisdiction exists over you in the state or federal courts located in San Diego, California.

10. Non-solicitation.

During the Agreement Term and for the two (2) year period thereafter, User shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any employee of or consultant to BuyerTool or any of its subsidiaries or affiliates to leave such employment or engagement in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with BuyerTool or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee or (ii) any customer of BuyerTool or any of its subsidiaries or affiliates to purchase goods or services then sold by BuyerTool or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer.

11. Non-disparagement.

Neither User nor BuyerTool (for purposes hereof, BuyerTool shall mean BuyerTool together with its User officers and directors and not any other employees) shall make any public statements that disparage the other Party, or in the case of BuyerTool, its respective subsidiaries, affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section.

12. Termination of Agreement.

This Agreement shall be effective from the date You accepted the terms and conditions of this Agreement, or until completion of the Services, as applicable, unless sooner terminated by either Party in accordance with the terms and conditions of this Agreement ("Term"). This Agreement is terminable by either Party at any time, with or without cause, effective upon notice to the other Party. If BuyerTool exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that BuyerTool shall be obligated to compensate User for work performed up to the time of termination. If User exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon User’s death. In such event, BuyerTool shall be obligated to pay User’s estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date of death.

13. Additional Provisions.

13.1 Governing Laws.

This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its choice of law principles.

13.2 Binding Effect.

This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties hereto. User shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without BuyerTool’s prior written consent which may be withheld as BuyerTool determines in its sole discretion. Any such purported assignment shall be void.

13.3 Severability.

If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the Parties.

13.4 Entire Agreement.

This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties.

13.5 Amendment and Waivers.

Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the Party to be bound. The waiver by a Party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any Party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such Party thereafter to enforce such provisions.

13.6 Notices.

Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when the addressee receives them; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any Party may change its address for such communications by giving notice to the other Party in conformity with this Section.

13.7 Relationship of the Parties.

This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties shall at all times be and remain independent contractors. Except as expressly agreed by the Parties in writing, neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

** NOTE: BuyerTool has incorporated a User’s verification for all ad budgets. We will need to review this process and sync its terms with this Agreement.

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(619) 799-8492
600 B St #300
San Diego, CA 92101

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