This Master Advertising Services Agreement (this “Agreement”), effective as of the date of Customer’s advertising purchase (the “Effective Date”), is entered into by and between Mom Commerce Media, LLC (“Orlando Mom Collective” and “Orlando Mom”) and any individual or entity purchasing advertising or sponsorship (“Customer”).

By completing an advertising purchase or sponsorship order, Customer acknowledges that they have read, understood, and agreed to this Agreement.

WHEREAS, Orlando Mom has the capability and capacity to provide certain online marketing services; and

WHEREAS, Customer desires to retain Orlando Mom to provide the said services, and Orlando Mom is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Orlando Mom and Customer agree as follows:

Services.

Orlando Mom shall provide to Customer the services (the “Services”) set out in one or more statements of work, insertion orders, or online purchase submissions (each, a “SOW”), which are incorporated herein by reference. Each SOW may be in the form of a written document signed by both Parties or an electronic order, invoice, or online purchase confirmation issued by Orlando Mom and accepted by Customer through payment, electronic acknowledgment, or other affirmative act. Each SOW shall include (a) a description of the Services to be performed; (b) the term and dates of service; (c) the fees to be paid; and (d) any other applicable terms and conditions.

Customer Obligations.

Customer shall:

Respond promptly to any reasonable requests from Orlando Mom for instructions, information or approvals required by Orlando Mom to provide the Services.

Cooperate with Orlando Mom in its performance of the Services and provide access to Customer’s premises, employees and equipment as required to enable Orlando Mom to provide the Services.

Take all steps reasonably necessary, including obtaining any required licenses or consents, to enable Orlando Mom to provide the Services or prevent Customer-caused delays in Orlando Mom’s provision of the Services.

Fees and Expenses.

In consideration of the provision of the Services by Orlando Mom and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the applicable SOW. Payment to Orlando Mom of such fees and the reimbursement of expenses shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable SOW, said fee will be payable (a) within net 30 days of receipt by the Customer of an invoice from Orlando Mom, or (b) by the Campaign Start Date identified in the applicable SOW, whichever is earlier.

Customer shall reimburse Orlando Mom for all reasonable expenses incurred in accordance with the SOW if such expenses have been pre-approved for reimbursement by the Customer.

Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Orlando Mom’s income, revenues, gross receipts, personnel or real or personal property or other assets.

All late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Orlando Mom for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Orlando Mom does not waive by the exercise of any rights hereunder), Orlando Mom shall be entitled to suspend the provision of any Services if the Customer fails to pay any fees when due hereunder.

Intellectual Property.

Except for any Confidential Information of Customer or pre-existing customer materials, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials produced under this Agreement or prepared by or on behalf of Orlando Mom in the course of performing the Services, including any items identified as such in the SOW (collectively, the “Deliverables”), shall be owned by Sister Site.

Confidentiality.

From time to time during the Term of this Agreement, either Party (as the “D Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public proprietary and confidential information of Disclosing Party, orally or in writing or other tangible form (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Agreement; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. For the avoidance of doubt, Orlando Mom may share the Disclosing Party’s Confidential Information with its business partners to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

Term, Termination and Survival.

This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of 1 year, unless sooner terminated pursuant to this Section 6. This Agreement shall automatically renew for successive 1 year terms, unless either Party gives written notice to the other Party of its intent to not renew the Agreement at least 20 days, but not more than 60 days, before the end of the then-current term.

Either Party may terminate this Agreement in whole or in part for convenience, with or without cause, on 20 days written notice to the other Party.

Either Party may terminate this Agreement in whole or in part for cause, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 14 days after receipt of written notice of such breach.

Becomes insolvent or admits its inability to pay its debts generally as they become due; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; is dissolved or liquidated or takes any corporate action for such purpose; or makes a general assignment for the benefit of creditors.

Notwithstanding anything to the contrary, Orlando Mom may terminate this Agreement for cause on written notice if Customer fails to pay any amount when due hereunder and (a) such failure continues for 10 days after Customer’s receipt of written notice of nonpayment, or (b) more than 3 times in any 6 month period.

Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, including without limitation all payment obligations, will survive any such termination or expiration of this Agreement.

Representations and Warranties.

Each Party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

EXCEPT FOR THE WARRANTIES EXPRESSED IN SECTION 7.1, ORLANDO MOM HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Indemnification.

Each Party shall defend, indemnify and hold harmless the other Party and the other Party’s affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses arising out of or resulting from: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from the negligent or willful acts or omissions of either Party; (b) violation of any intellectual property, privacy, publicity or any other right, or any advertising law or regulation, resulting from either Party’s instructions or requests for Services; and (c) either Party’s alleged breach or actual breach of any term in this Agreement.

Limitation of Liability.

IN NO EVENT SHALL ORLANDO MOM BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ORLANDO MOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ORLANDO MOM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SISTER SITE IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Non-Solicitation.

During the Term of this Agreement and for a period of 12 months thereafter, Customer shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement. If Customer breaches this Section, Customer shall pay Orlando Mom a sum equal to 1 year’s basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by Sister Site in replacing such person.

Non-Exclusivity.

Orlando Mom retains the right to perform the same or similar type of services for any third parties during the term of this Agreement and any time thereafter, unless under a pre-determined exclusivity agreement with Customer.

Entire Agreement.

This Agreement, including and together with any related SOWs, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Notices.

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid).

Notice to Orlando Mom:

[email protected]

Attention: Eryn Vargo, Owner

Miscellaneous.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Sister Site and Customer are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Either party may assign any of its rights or delegate any of its obligations upon providing written notice to the other party. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement are governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions thereof to the extent such principles or rules apply. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in courts sitting in New York. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. The Orlando Mom shall not be liable or responsible to Customer, nor be deemed to have defaulted 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 or circumstances beyond the reasonable control of Orlando Mom including, without limitation, strikes or other labor disputes (whether or not relating to either Party’s workforce), acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Acceptance:
By submitting payment for advertising or sponsorship, or by otherwise confirming participation in Orlando Mom Collective’s advertising or sponsorship opportunities, Customer acknowledges that they have read, understood, and agree to be bound by this Master Advertising Services Agreement and any applicable Statement of Work or online order form.