AGREEMENT
- This is an agreement between Blu3 Management Group LLC (herein called “Blu3MG”) and the entity to be billed (herein
called “Advertiser”). - Blu3MG reserves the right to reject advertising. This includes, but is not limited to, political ads and ads that might be
mistaken for articles or commentary. Blu3MG may reject or cancel any Advertisement for any reason which it believes in
good-faith to be detrimental. - The Advertiser shall pay Blu3MG for publication of the Advertisement, the Ad Payment Total sum above. All fees and
payments are due and payable upon the execution and delivery of this Agreement. - Advertiser shall deliver the Advertisements to Blu3MG digitally at least 10 days before the scheduled start date.
Advertiser shall be solely responsible for providing the Advertisement in the format required for display. Advertiser
acknowledges that Blu3MG will not be responsible or liable for the quality of any portion of the Advertisement that does
not meet the established mechanical criteria. If at any time between the start date and end date the Advertiser desires to
modify its content, it shall provide a written request to Blu3MG specifying in detail the modification desired. - Advertiser shall be fully responsible and liable for the content contained in the Advertisement. Blu3MG is not responsible
for, and in no way warrants, guarantees, or ratifies, the representations made or implied in the contents, whether images,
video or text. - Prohibited Content: Advertisements shall not contain:
- any content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content;
- any content which is explicative or inappropriate language;
- content promoting illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law;
- content that is libelous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by Blu3MG in its sole discretion.
- Use of any such inappropriate content by the Advertiser will result in the suspension, termination and removal of the Advertisement or any other action deemed necessary by Blu3MG in its sole discretion.
- Advertiser grants Blu3MG a nonexclusive license to copy, use, store, set up, publicly display, publicly perform and
transmit the Advertiser ‘s Advertisement (including any tradenames, trademarks and service marks shown) in connection
with this Agreement and acknowledges that the contents of Blu3MG Website or affiliates, including, without limitation, all
trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout,
media and other materials therein, is proprietary to or licensed by Blu3MG or affiliates, protected under copyright,
trademark and other intellectual property laws and such contents may not be reproduced without the consent of Blu3MG
or the rightful owners. - Advertiser warrants to Blu3MG that:
(i) Advertiser has the right and authority to enter into and perform its obligations under this Agreement;
(ii) the Advertisement shall conform to the description and specifications set forth by Blu3MG;
(iii) the Advertisement shall not constitute or be the subject of a notice or claim of any false designation of origin, false
advertising or unfair competition under the law of any country;
(iv) the Advertisement does not and shall not contain or be alleged to contain any content, work, name, mark, designation,
materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary,
intellectual property, contract or tort right of any person or misappropriates a person’s trade secret, name, likeness or
identity;
(v) the Advertisement contains no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP
servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spy ware or other similar hidden
or transparent code, script, or routine designed to gather, track or transmit information about Blu3MG or the users of the
Website; - The services and site are provided as is without warranty of any kind, express or implied and any use of the services or
Website are at Advertiser‘s sole risk. Blu3MG does not warrant that the services or Website will be uninterrupted or error
free, nor does Blu3MG make any warranty as to the performance or any results that may be obtained by use of the services
or Website. Blu3MG makes no other warranties, express or implied, including, without limitation, any implied warranties of
merchantability and fitness for a particular purpose, concerning the subject matter of this agreement. - Blu3MG shall provide the Services as an independent contractor and Blu3MG shall not act as an employee, agent or
broker of the Advertiser. As an independent contractor, Blu3MG will be solely responsible for paying any and all taxes
levied by applicable laws on its compensation. Blu3MG understands that Advertiser will not withhold any amounts for
payment of any taxes from Blu3MG’s compensation. - This Agreement is to be construed in accordance with and governed by the internal laws of the State of Missouri, USA.
- All disputes under this Agreement shall be settled by arbitration in Missouri before a single arbitrator pursuant to the
commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party
hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award
rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance
herewith shall be final and binding without right of appeal. - If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such
provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR
UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING
OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR
CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO BLU3MG BY ADVERTISER. - The Advertiser shall at its own expense indemnify and hold Blu3MG harmless, and at Blu3MG’s request defend its
affiliates, subsidiaries, successors and assigned officers, directors, employees, sub licensees, and agents from and against
any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorney’s fees and
court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence
or willful misconduct of Blu3MG employees or agents. - This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions,
communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all
past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in
writing and signed by each of the parties.