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TERMS AND CONDITIONS

THESE Terms and Conditions ("TERMS AND CONDITIONS") AND ANY ORDER (AS DEFINED HEREIN) FORM A BINDING AGREEMENT BETWEEN EventMapStudio (“Vendor”), AND YOU AND, IF APPLICABLE, THE COMPANY OR LEGAL ENTITY THAT YOU REPRESENT (YOU AND/OR YOUR COMPANY OR LEGAL ENTITY MAY BE COLLECTIVELY REFERRED TO AS “you” OR “CLIENT”) FOR YOUR USE OF THE SERVICES (AS DEFINED HEREIN). THIS AGREEMENT (AS DEFINED HEREIN MAY BE MODIFIED vendor FROM TIME TO TIME PURSUANT TO ITS TERMS.

BY CLICKING THE "I ACCEPT" BUTTON YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY OR ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT ACCESS OR USE THE SERVICES.

By using the Services, you warrant that: (a) you are 18 years of age or older an of legal age to enter into a binding agreement; (b) you are competent to understand and abide by the terms; (c) you have read and understand the terms; (d) you agree that the terms are valid; (e) you agree to these terms for valuable consideration which has been received and is sufficient; (f) you have entered into a legal agreement with Vendor; and (g) you agree to abide by the terms during your use of the Services, SYSTEM, Software, and Professional Services.

1. Definitions. As used in this Agreement, the following terms shall have the meaning described herein, and shall include the plural as well as the singular.
   1. “Agreement” shall mean these Terms and Conditions, any Order, and any written amendments signed by both parties.
   2. “Authorized Users” shall mean Client’s employees or agents that are specifically authorized by Client to access and use the System.
   3.  “Claims” shall have the meaning set forth in Section 6(a).
   4. “Confidential Information” shall have the meaning set forth in Section 8(a).
   5. “Client Data” shall mean the data obtained by Vendor through Client’s and Authorized User’s use of the System.
   6. “Customization Services” shall mean any modification or customization of the System by Vendor as set forth in an applicable Order.
   7. “Documentation” shall mean Vendor’s standard manual and/or training materials related to the System, which are available at: www.eventmapstudio.com.
   8. “Discloser” shall have the meaning set forth in Section 8(a).
   9. “Fees” shall mean the fees set forth in an applicable Order.
   10. “Intellectual Property” shall mean any and all patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, trade secrets, and proprietary information.
   11. “Order” shall mean an online form that incorporates by references the Terms and Conditions and that sets forth the Services, Fees, and Service Tier Descriptions.
   12. “Professional Services” shall mean the services listed in Exhibit B or in an applicable Order. Professional Services shall include but are not limited to Support Services.
   13. “Recipient” shall have the meaning set forth in Section 8(a).
   14. “Services” shall mean providing Client and Authorized Users with the ability to access and use the System, the Customization Services, and the Professional Services.
   15. “Software” shall mean any software Client and/or its Authorized Users are able to access through their use of the System, including limitation any computer programs, object code, source code, graphics, and user interfaces related to the foregoing.
   16. “System” shall mean Vendor’s online outdoor event map builder system, including without limitation the Software.
   17.  “Service Tier Descriptions” will have the meaning set forth in the Order.
   18. “Term” shall mean collectively the Initial Term and any Renewal Term.
   19. “Support Services” shall mean the technical support and training services related to the System.
2. Services and Licenses
   1. System. Subject to the terms and provisions of this Agreement, including without limitation the Order, Vendor hereby grants to Client and its Authorized Users a limited, non-exclusive license during the Term to access and use the System.  Client and its Authorized Users shall only have the right to use the System in a manner consistent with the applicable Service Tier Description set forth in the Order.
   2. Free Trial.
      1. Free Trial Client Data. If Client selects the “Free Trial” Service Tier Description on the Order, any Client Data created through Client’s use of the Services and System during the Free Trial Term will be permanently lost upon expiration or termination of the Free Trial.

2. 2. 2. FREE TRIAL WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. Notwithstanding anything to the contrary herein, During the Free Trial, the System is provided ON AS “as is” and “as available” BASIS, without any warranty of any kind, express or implied.  Client acknowledges and agrees that (a) any use of the System during THE Free Trial is entirely at Client’s own risk; and (b) Vendor will not be held liable for damages of any kind, DIRECT OR INDIRECT, ARISING from Client’s use of the Free Trial.
      3. Free Trial Term. Notwithstanding anything the contrary herein, the term of the Free Trial will be 15 days (“Free Trial Term”). The Free Trial Term will not automatically renew. Vendor reserves the right to immediately terminate the Free Trial at any time at its discretion by providing Client notice, or by preventing Client from accessing the System.  Upon expiration or termination of the Free Trial, all rights to use the System will immediately cease.  
      4. No Indemnification for Free Trial.  Notwithstanding anything to the contrary herein, Vendor shall have no obligation to indemnify, defend, or hold harmless Client, its affiliates, officers, directors, employees, agents and customers from and against any and all loss, liability, cost, damages and expense whatsoever arising out of or related to Client’s use of the System during the Free Trial.
   3. Documentation License. Vendor hereby grants to Client a limited, non-exclusive license to duplicate, display, and distribute the Documentation to the extent reasonably necessary for Client to perform the activities set forth in Sections 2(a) and 2(b).
   4. Authorized Users. Client acknowledges and agrees that it will be liable for any action or omission by an Authorized User that would, if it were an action or omission of the Client, have been a breach of this Agreement.
   5. Restrictions on Use. Client will not, and will not permit any third-party to: (i) interfere with the System, other customers access to the System, or with the security of the System, (ii) lease, distribute, or resell the System; (iii) use the System as a basis for developing a competitive system or software (or contract with a third party to do so); (iv) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or propriety legends or other notices or markings that may appear on or in the System; (v) make the System available to third parties as managed or network provisioned services; (vi) attack or disrupt the System, including without limitation through any denial of service (DoS) attacks, unauthorized access, monitoring or crawling, or distribution of malware (including but not limited to virus, Trojan horses, worms, time bombs, spyware, adware, or cancelbots); (vii) modify, translate, or create derivative works based on the System or Documentation; or (viii) use the System or Documentation other than in accordance with this Agreement and other than in compliance with all applicable laws and regulations.
   6. Customization Services and Professional Services. Throughout the Term, Vendor will perform the Customization Services and Professional Services under the terms set forth herein or pursuant to an applicable Order. If Vendor provides any Customization Services and Professional Services pursuant to an Order, the Fees associated with such Services shall be set forth in the Order.
3. Intellectual Property
   1.  Vendor Intellectual Property. As between the Parties, Vendor retains all right, title, and interest in and to the any and all Intellectual Property associated with the System, Services, and Documentation, including without limitation the Software, and any and all graphics, user interfaces, logos, and trademarks used in or reproduced through the System. This Agreement does not grant Client any intellectual property license or rights in or to the System, Services, and Documentation or any component or aspect thereof, except to the limited extent that this Agreement specifically sets forth. Client recognizes that the System, Services, and Documentation or any component or aspect thereof are protected by copyright and other laws.
   2. Feedback. Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Client or any Authorized Users provide to Vendor, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or the Authorized Users in question. Client hereby grants to Vendor a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying the System, Documentation, or Services.)
4. Fees and Payment
   1. Fees. Unless otherwise agreed to by the Parties, Client will pay Vendor the Fees described in the Order in accordance with the terms herein. If Client’s use of the System or Services exceeds the limits set forth on the Order or otherwise requires the payment of additional fees (per the terms of the Agreement), Client will be billed for such usage and Client agrees to pay the additional fees in the manner provided in herein. Vendor reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term upon thirty (30) days prior notice to Client.
   2. Payment. Client must pay the Fees using valid a credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal) (“Payment Method”). By using a Payment Method, Client is hereby representing and warranting Client’s full right and authority to pay the Fees in the manner elected without violating any applicable law, rule, or regulation. Client remains responsible for any uncollected amounts. If any Fee is not successfully settled, due to expiration, insufficient funds, or otherwise, Vendor may suspend Client’s access to the Service until Vendor has successfully charged a valid Payment Method.
   3. Audit. Vendor may, at its own expense, audit Client’s performance under this Agreement. Vendor shall conduct audits during regular business hours at Client’s place or places of business and shall not unreasonably interfere with the other Client’s business activities. Vendor shall conduct an audit only once annually. If as a result of any audit, Vendor identifies any violation of the terms of this Agreement by Client, then Client shall pay the expenses associated with the audit.
5. Representations and Warranties and Limitation of Liability
   1. Client Warranties. Client makes the following representations and warranties: (i) Client has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; (ii) Client’s provision of any Feedback shall not violate applicable law or the rights of any third parties, including without limitation the Intellectual Property rights of any third party; and (iii) Client has the full right and authority to provide Vendor with the Client Data and Client’s provision of the Client Data shall not violate applicable law or the rights of any third party, including without limitation the Intellectual Property rights of any third party.
   2.  Vendor Warranties. Vendor makes the following representations, warranties and covenants: (i) Vendor has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; (ii) Vendor’s performance of this Agreement shall not violate or conflict with any agreement to which Vendor is a party; (iii) the System will function in conformity with the Documentation; and (iv) the System will be provided in full compliance with all laws, rules, regulations and orders applicable to Vendor.
   3.  DISCLAIMER. THE SYSTEM, DOCUMENTATION AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, VENDOR MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SYSTEM, DOCUMENTATION, AND/OR SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM OR SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (B) VENDOR MAKES NO WARRANTIES THAT ANY OUTPUT OR RESULT GENERATED FROM THE USE OF THE SYSTEM OR Services WILL MEET CUSTOMER’S REQUIREMENTS.
   4. Limitation of Liability. Except as otherwise provided herein, neither party shall be liable for indirect, INCIDENTAL, consequential, punitive or special damages, including, but not limited to, any loss of data, business or profits, whether or not foreseeable and whether or not based on breach of warranty, contract, or negligence in connection with this agreement or the system, documentation or SERVICES provided hereunder, even if advised of the possibility of such damages. VENDOR’S LIABILITY for actual damages ARISING FROM ANY CLAIM RELATED TO THIS AGREEMENT will not in any event exceed all fees paid to Vendor for HEREUNDER during the twelve (12) months immediately prior to the accrual of the underlying claim. These limitations shall apply notwithstanding the failure of any limited remedy to meet its essential purpose.
   5. Limitation of Liability ExCeptions. NOTWITHSTANDING THE ABOVE, EITHER PARTY SHALL BE FULLY LIABLE TO THE OTHER PARTY FOR (I) ITS BREACH OF THE CONFIDENTIALITY PROVISIONS Herein; AND (II) ANY CLAIMS OR DAMAGES DUE TO THE INTENTIONAL ACTS, FRAUD, GROSS NEGLIGENCE, RECKLESS OR WILLFUL MISCONDUCT OF THE PARTY OR ITS EMPLOYEES OR AGENTS, INCLUDING SUBCONTRACTORS.
6. Indemnity.
   1.  Vendor shall indemnify, defend and hold harmless Client, its affiliates, officers, directors, employees, agents and customers from and against any and all loss, liability, cost, damages and expense, including attorneys' fees, which may be incurred by Client in connection with any claims, actions, or demands by a third party (“Claims”) arising out of or related to (i) the gross negligence or willful misconduct of Vendor; or (ii) Vendor’s breach of its representations and warranties as set forth herein. Notwithstanding the foregoing, Vendor shall have no indemnity obligation to the extent the Claims arise from (i) the gross negligence or willful misconduct of Client; or (ii) specifications, information, Feedback, or instructions provided by Client, its employees, agents or independent contractors or any Authorized Users.
   2. Client shall indemnify, defend and hold harmless Vendor, its affiliates, officers, directors, employees, agents and customers from and against any and all loss, liability, cost, damages and expense, including attorneys' fees, which may be incurred by Vendor in connection with any Claims arising out of or related to (i) the gross negligence or willful misconduct of Client, or its employees or agents; (ii) Client’s violation of applicable law; or (iii) Client’s breach of its representations and warranties as set forth herein. Notwithstanding the foregoing, Client shall have no indemnity obligation to the extent the Claims arise from the gross negligence or willful misconduct of Vendor.
   3. The Party seeking indemnity (“Indemnified Party”) shall: (a) promptly give written notice of the Claim to the Party obligated to provide indemnity (“Indemnifying Party”) (provided that Indemnifying Party shall only be relieved of its obligations to the extent prejudiced by the delay); (b) give the Indemnifying Party sole control of the defense and settlement of the Claim (provided that Indemnified Party may participate in the defense and employ counsel at its expense and Indemnifying Party will obtain the prior approval of Indemnified Party before entering into any settlement of such Claim or ceasing to defend against such Claim, if such settlement or ceasing to defend the Claim adversely affects Indemnified Party); and (c) provide to Indemnifying Party, at Indemnifying Party’s cost and expense, all reasonable assistance.
7. DATA
   1. Use of Client Data. Vendor shall use, store, disclose, and otherwise process the Client Data: (i) for the purpose of performing its obligations under this Agreement; (ii) pursuant to documented instructions from Client, (iii) in accordance with its privacy policy, which is available at www.eventmapstudio.com/privacy (“Privacy Policy”), or (iv) when required to do so by applicable law, and Vendor informs Client of that legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law.
   2. Aggregate & Anonymized Data. Notwithstanding anything to the contrary herein, Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Client Data with the following removed: personally identifiable information and the names and addresses of Authorized Users).
8. Confidentiality
   1. Confidential Information Defined. “Confidential Information” means any and all information disclosed by one party to this Agreement (“Discloser”) to the other (“Recipient”) during the Term, including without limitation, any source code, prices, trade secrets, databases, designs and techniques, models, displays and manuals, information concerning research activities and plans, customers, personnel, marketing or sales plans, sales forecasts, pricing or pricing strategies, costs, operational techniques, strategic plans, business information, whether or not such information is disclosed by Discloser orally or in writing, and whether or not such information is marked as “confidential” or “proprietary” at the time of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.
   2. Nondisclosure. Recipient shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement (the “Purpose”). Recipient: (a) will not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Section 8; and (b) will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.
   3. Injunction. Recipient agrees that breach of this Section 8 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
   4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 8 above will terminate five (5) years after the termination or expiration of this Agreement; provided that such obligations related to Confidential Information constituting Discloser’s trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination or expiration of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.
   5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information. Discloser will retain all right, title, and interest in and to all Confidential Information.
9. Term and Termination.
   1. Term. Except for the Free Trial Term, the term of this Agreement shall begin on the Effective Date and shall continue for a period of 1 year (“Initial Term”). At the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year term periods (each such period being a “Renewal Term”) unless either party provides written notice of non-renewal at least sixty (60) calendar days prior to the end of the current term. The term for any Order shall be set forth in the Order. Should this Agreement expire prior to the expiration of any Order executed hereunder, the relevant terms contained in this Agreement shall remain in full force and effect until the conclusion of the final Order.
   2. Termination. In addition to any other express termination right set forth in this Agreement:
      1. Either Party may terminate this Agreement or any Order for cause upon thirty (30) days’ written notice of a material breach to the other Party, provided such breach remains uncured at the expiration of such notice period; and
      2. Either Party may immediately terminate this Agreement or any Order upon the occurrence of any of the following events: (a) the other Party becomes insolvent, or is adjudicated bankrupt or voluntarily seeks protection under any bankruptcy or insolvency law; or (b) the other Party makes an assignment of its assets for the benefit of creditors or any arrangement with its creditors.
10. 2. Effect of Termination or Expiration. Upon termination or expiration of this Agreement or any applicable Order, any right or license granted to Client herein shall immediately cease; and any Fees due to Vendor under the Agreement or the applicable Order shall become immediately payable.
    3. Equitable Relief. The Parties acknowledge and agree that there may be no adequate remedy at law for the failure of the other Party to comply with any of the material terms and conditions of this Agreement upon termination of this Agreement, or upon a breach of the confidentiality terms herein, and the Parties agree that, in the event of any such failure, the non-breaching Party shall be entitled to equitable relief by way of temporary restraining order, temporary injunction, and permanent injunction and such other and further relief as any court of competent jurisdiction may deem proper.
11. PROCESSIONAL SERVICES  
    1. Vendor will provide Professional Services to Tier 1 Client only via both telephone and electronic email on Monday through Fridays from 9am to 5pm EST with the exclusion of Federal Holidays (“Support Hours”).
    2. Client may initiate a helpdesk ticket any time by emailing support@eventmapstudio.com.
    3. Vendor will use commercially reasonable efforts to respond to all helpdesk tickets within [insert preferred time]
    4. Professional Services include any service described I a signed and agreed upon contract between you and Vendor.
12. Miscellaneous
    1. Notice. All notices to a Party hereunder shall be in writing, and delivered by email, certified mail, return receipt requested, overnight courier service, or by facsimile with confirmation by the above described mailing methods to the email or mailing address(es) set forth above, or to a different email or mailing address which a Party may give written notice of pursuant to this Section from time to time. Notice will be deemed delivered and received on the date it is actually received.
    2. Amendment. This Agreement may not be amended except in a writing executed by authorized representatives of Client and Vendor.
    3. Assignment. This Agreement may not be assigned by either Party without the written consent of the other Party. Notwithstanding the foregoing, consent of the other Party will not be required for a transfer to a parent or subsidiary of a Party or if a Party undertakes a sale of all or substantially all of its shares or assigns all or substantially all of its business and assets to another entity that is not a direct competitor of the non-assigning Party. Any attempt to assign this Agreement in violation of the foregoing will be null and void. This Agreement binds the Parties, their respective affiliates, successors and permitted assigns.
    4. Survival. The terms of this Agreement that by their sense and context should survive any termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including but not limited to Sections 1, 3, 5, 6, 7, 8, and 10 and any payment obligations that accrue prior to such termination or expiration.
    5.  Independent Contractor. The Parties are independent contractors and will so represent themselves in all regards.
    6. Binding Effect and Third-Party Beneficiary. Except as specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement.
    7. Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.
    8. Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.
    9. Choice of Law and Venue. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the State of Ohio, United States of America, (“Ohio”), accept to the extent preempted by federal law. Venue for any litigation arising out of this Agreement shall be in any competent court of jurisdiction in Hamilton County, Ohio. 
    10. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control (each, a “Force Majeure Event”), including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) governmental health restrictions or advisories; (h) disease, epidemics or pandemics; (i) national or regional emergency; and (j) any other similar events or circumstances. The party suffering a Force Majeure Event shall give notice within 14 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
    11. Modifications of the Agreement.  Vendor may modify or revise this Agreement at any time at its discretion by providing Client with thirty (30) day’s written notice (“Modification Notice”). In such instances, Client may terminate this Agreement by providing Vendor with notice prior to when the modified version of this Agreement comes into effect. If Client terminates this Agreement under this Section, Client will receive a pro-rated refund of any Fees it has prepaid to Vendor for Services that it will no longer have the right to use. Client’s continued use of the Services after receipt of the Modification Notice confirms Client’s acceptance of any such changes or amendments to this Agreement.
    12. Entire Agreement. This Agreement governs Client’s use of the Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Client and Vendor with respect to the Services. Notwithstanding the foregoing, Client may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when Client purchases certain elements of the Services, affiliate or advertiser services, third-party content or third-party software.