Terms of Use

In connection with certain
products and services (the "Services") sold to Client by , a (the
"Reseller"), a licensed reseller of the Services from #VIDIT, LLC an
Arizona limited liability company ("#vidit"), and identified in the
attached campaign order form(s) to this Service Agreement ("Service
Agreement") in similar form and substance as that order form attached as
Exhibit A hereto and each subsequently executed order form which incorporates
by reference the terms and conditions of this Service Agreement (each an
"Order Form" and together with the Service Agreement, the
"Agreement").  In consideration of the
promises, terms and conditions set forth herein, Client agrees as follows:




1. Service Agreement. This
Agreement contains the general terms and conditions that apply to all Order
Forms except as otherwise set forth therein. Each Order Form will define one
specific set of Services, collectively included in the definition of
"Services" above, to be provided to the Client by Reseller. The
parties may from time to time enter into additional Order Forms that will
incorporate the terms of this Agreement by this reference herein. Except as to
product pricing, in the event of a conflict between the terms of this Agreement
and an Order Form, the terms set forth in the Service Agreement shall control.




2. Acceptance. This
Agreement is subject to final audit and review by #vidit and #vidit’s
acceptance is conditioned upon verification, at #vidit's sole discretion, of
Client’s credit. Client authorizes #vidit to obtain Client’s credit reports
through any and all credit bureaus and to contact Client’s references.




3. Use of the Services.
Client agrees that in using Services, Client (a) shall comply with all
applicable terms of this Agreement, (b) shall comply with all applicable laws,
rules and regulations, including but not limited to advertising, privacy, and
disclosure laws including, (c) shall not, nor shall it permit others to alter,
circumvent, reverse engineer, recompile, decompile, disassemble, resell,
redistribute, pass-through, sublicense, or re-brand all or any part of the
Services, and (d) it shall not receive any rights of any kind with respect to
the products or services of #vidit or its suppliers except in connection with
use of the Services. Any third party costs required to use the Services are the
sole responsibility of Client. Furthermore, Client acknowledges that #vidit
shall have no responsibility or obligation of any kind to assist Client in
seeking state or federal intellectual property protection (i.e., without limitation,
trademark registration) for the work product, nor shall #vidit be responsible
in otherwise assisting Client in any way in Client's perfection of Client's
rights in or to the work product. Certain parts of the Services may require
access to data and services, and other forms of cooperation, from Client’s
third party suppliers with whom #vidit has no contractual relationship; Client
agrees that it shall be responsible for facilitating such access and
cooperation. Client acknowledges that #vidit shall have no liability for its
inability to perform some or all of the Services that is due to a failure by
Client’s supplier to provide such access and cooperation.




4. Fees and Billing.
Client shall pay all fees as provided in each applicable Order Form. The Services
and prices are subject to modification, deletion, or change upon thirty (30)
days’ notice from #vidit or Reseller. All invoices to Client will include sales
tax, governmental fees associated with the Services, and any other associated
payment processing fees. A monthly invoice will be mailed to Client for
informational purposes. Client authorizes Reseller to automatically charge
Client’s credit card provided below for monthly Service fees on or about the
fourth of every month that Services are rendered, unless Client has notified
Reseller of a termination of Services pursuant to Section 5 below. A payment
will be considered late if Reseller is unable to charge the provided credit
card (or has not received a one-time alternate payment arrangement form Client)
for the full amount due under any invoice by the thirtieth day of each month
that Client is charged for Services. Late payments shall be subject to a
service charge of one and one half percent (1.50%) per month (maximum eighteen
percent (18%) per annum), or the maximum rate permitted by law. For all past
due invoices, Client agrees to pay all costs of collection, including
collection agency fees, reasonable attorney fees, and court costs.




5. Term and Termination.
The term of this Agreement shall commence on the Effective Date and shall
continue until the date that is either twelve (12), after the Effective Date,
as provided in each applicable Order Form. #vidit and/or Reseller reserve the
right to interrupt or terminate the Services upon five (5) days’ written notice
and without liability for (i) non-payment of amounts due to Reseller or #vidit
or breach of the Agreement by Client, (ii) legal or fraudulent use or other
abuse of the Services by Client, or (iii) upon institution by or against Client
of any preceding for relief under the United States Bankruptcy Code, the
insolvency of Client, or the appointment of a receiver of Client’s property.
Termination of the Services, including Client’s notification of termination by
non-renewal, shall not relieve Client of liabilities previously incurred
including, but not limited to, monthly fees for the remainder of the term of
the applicable set of Services. If work is terminated prior to the completion
of the initial scope of work for any reason, #vidit shall be paid the
percentage of the Services completed as documented. Unless Client’s #keyword is
owned by Client, Client acknowledges that it has no property or other rights to
such #keyword and that #vidit reserves the right to re-assign #keywords
previously assigned to Client upon expiration or termination of this Agreement.
If #vidit terminates without cause as described above, #vidit, as Client’s sole
and exclusive remedy, will refund the pro-rata portion of any fee Client may
have paid for the portion of the Services not furnished as of the date of
termination.




6. Intellectual Property.
Client shall own any text, photographs, or other images (collectively the
"Materials") provided by Client to Reseller in connection with Services,
and to the extent necessary to provide the Client with such Services, Client
herby grants to #vidit and its affiliates a non-exclusive, worldwide,
perpetual, irrevocable, sublicenseable, royalty-free license to use such
Materials, including, without limitation, the right and license to use,
reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, communicate to the public, perform, and/or incorporate in other
works, in any form, media, or technology now known or later developed, or
display (in whole or in part) Materials on other websites. Materials are
accepted by #vidit upon the representation that Client has the right to publish
the materials without infringing the rights of any third party and without
violating any law. #vidit or its applicable supplier shall own all right, title
and interest in and to the Services other than the Materials, including, but
not limited to, all software, website designs and formats, graphics, copyright,
trademark, service mark, patent, trade secret, data or other intellectual
property and proprietary rights in and to the work product and supporting
strategies and communications in all media now known or later devised, to the
full extent provided under United States and international law, that are used
to provide the Services ("#vidit Property"). Following any
termination of the Services, all #vidit property will remain the property of #vidit
or its applicable suppliers. #vidit shall not use or disclose to third parties
nonpublic personal information except as necessary in order to provide the
Services to Client. Client agrees to indemnify and hold harmless #vidit its
affiliates, officers, directors, employees, agents, consultants, partners, and
suppliers for, from and against any and all claims, liabilities, losses, causes
of action, judgments, costs and expenses, including but not limited to
reasonable attorney’s fees and court costs, related to or arising from Client’s
or Reseller’s breach of this Agreement.




7. Limits of Liability.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS
IS" AND #VIDIT MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING
SUCH SERVICES, INCLUDING, WITHOUT LIMITAION, WARRANTIES OF MERCHANTABILITY,
TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR
PURPOSE. Client acknowledges that the Service may be interrupted, curtailed, or
degraded due to internet capacity or equipment limitations, equipment
modifications, upgrades, relocations or repairs. Performance of Services by
Reseller and #vidit shall be pursued with due diligence in all requirements
hereof. However, #vidit shall not be liable for any loss or damage for delay or
non-performance due to causes not reasonably within its control. In the event
of any delay resulting from such causes, including, but not limited to an event
of "Force Majure," the time for performance hereunder shall be
extended for a period of time reasonably necessary to overcome the effect of
such delays. In the event of any delay or non-performance caused by such
uncontrollable or unforeseeable forces, Reseller or #vidit shall promptly
notify the Client in writing of the nature, cause, date of commencement thereof
and the anticipated extent of such delay, and shall indicate whether it is
anticipated that completion dates would be affected thereby. Notwithstanding
the foregoing, Client may terminate this Agreement in the event any delay or
non-performance under this section shall continue for longer than five (5)
business days and shall not be subject to the cancellation provision set out in
Section 5, with compensation to be provided for those Services completed prior
to termination and #vidit will not be held liable for incomplete tasks or any
damages associated with such. #VIDIT’S LIABILITY HEREUNDER, IF ANY, SHALL NOT
EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY
THE CLIENT WITH RESPECT TO THE AFFECTED SERVICE FOR THE MONTH IN WHICH THE
DEFECT OR BREACH OCCURRED. IN NO EVENT SHALL #VIDIT ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, CONSULTANTS, SUPPLIERS, OR OTHER THIRD PARTIES IDENTIFIED IN
ANY DULY EXECUTED ORDER FORM HERETO BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DASAGES (INCLUDING LOST PROFITS)
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTACT, TORT, STRICT LIABILITY,
OR OTHERWISE, ARISINGOUT OF THE PERFORSANCE OF THIS AGREEMENT OR CLIENT’S USE
OF THE SERVICES.




8. Data Collection and
Transmission. Client acknowledges that certain aspects of the Services may
require #vidit to access Client’s Social Media accounts to poll and write-back
data files and fields as described in an applicable Order Form. Client
represents to #vidit that Client will provide, and has all rights and
authorizations required to provide #vidit with such systems access and
permissions as #vidit reasonably requires to perform the Services. #vidit shall
collect or transmit data obtained from such access in accordance with #vidit’s
then-standard data collection and write-back procedures and configurations.
Client acknowledges that data, including email, electronic communications and
personal financial data, may be intercepted or accessed by unauthorized third
parties when communicated between Client and #vidit using the Internet, other
network communications facilities, telephone or any other electronic means.
Client agrees to use software produced by third parties, including, but not
limited to, "browser" software that supports a data security protocol
compatible with the protocol used by #vidit. Until notified otherwise by #vidit,
Client agrees to use software that supports the Secure Socket Layer
("SSL") protocol or other protocols accepted by #vidit and to follow #vidit’s
log in procedures. Client acknowledges that #vidit is not responsible for
notifying Client of any upgrades, fixes or enhancements to any such software or
for any compromised data transmitted across computer networks or
telecommunications facilities, including, but not limited to, the internet.




9. Miscellaneous. This
Agreement does not create a joint venture, partnership, employee, agency,
franchise, or representative relationship between or among Client and #vidit or
among #vidit and Reseller. Anything to the contrary herein notwithstanding,
Client acknowledges that all or a portion of the Service may consist of
products or services provided to #vidit by third party suppliers. Client agrees
that #vidit’s suppliers shall be direct and intended third party beneficiaries
with rights of enforcement against Client with respect to Client’s obligations
in the Sections titled Use of the Services and Intellectual Property to the
extent provided in such supplier’s agreement with #vidit. Client may not assign
this Agreement without #vidit’s prior written consent. This Agreement
constitutes the entire agreement and supersedes any and all prior agreements
between the parties. This Agreement may be amended only by written agreement
(in tangible or electronic form) between the parties. Any controversy or claim
arising out of or relating to this Agreement or its breach, with the exception
of injunctive relief sought by #vidit shall be settled by arbitration in the
State of Arizona before a single arbitrator in accordance with the then-current
commercial rules of the American Arbitration Association. The cost of
arbitration, including arbitrator fees, shall be borne equally by the parties.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Arizona without regard to its conflicts of law’s provisions. The
parties agree that venue for any action seeking injunctive relief, to enforce
or interpret this Agreement or to enforce an arbitration award shall lie in the
state and federal courts located in the State of Arizona, if Client is the
claimant and in the state and federal courts located in the county in which
Client’s business address is located if #vidit is the claimant, and the Parties
herby consent to the jurisdiction of such courts. For disputes related to
domain name ownership, Client agrees to be bound by the ICANN Domain Name
Dispute Resolution Policy. Client and #vidit acknowledge that they have the
right, power, legal capacity and authority to enter into this Agreement and
perform such obligations as arise hereunder and that no further approval or
consent of any person or entity is required for them to enter into and perform
the obligations contained herein. The Parties shall be entitled to rely upon
signatures on copies of this Agreement transmitted by facsimile. Photocopied or
electronic reproductions of this Agreement may be used for all purposes as
originals, except that in the event of any disparity between such a copy and an
original, the original shall control. This Agreement may be signed in
counterparts and/or by exchanging PDF signature pages and/or by using an
electronic contract tool (such as EchoSign or DocuSign), each of which will be
deemed an original, and all such counterparts together constituting one and the
same agreement. This Agreement shall become effective on the Effective Date
stated on the signature page hereto. Until this Agreement becomes effective, it
shall have no effect and no party shall have any right or obligation
hereunder.IN WITNESS WHEREOF, Client has executed this Agreement with an
effective date of , 2017 (the "Effective Date"), and each agree to
the above terms and acknowledge receipt of a copy of this Agreement.