ADD-SAVVY, LLC SERVICES TERMS AND CONDITIONS

    ADD-SAVVY, LLC MEMBER SERVICES TERMS AND CONDITIONS 1. Welcome; Parties to Agreement. Welcome to Add-Savvy, LLC! These Terms and Conditions are between Add-Savvy, LLC, with offices at 2723 South State Street, Ann Arbor, Michigan 48107 (“Add-Savvy”) and the customer identified on page 1 (“Member”) for the services described at https://www.add-savvy.com/membership-registration/. This Contract includes all Schedules and referenced URLs (collectively, “Agreement”). For the purposes of this agreement, a “Member” is defined as a person and/or business that purchases its hardware from Add-Savvy, LLC and has its content managed monthly by Add-Savvy, LLC, those who manage content themselves, but use the Add-Savvy platform to do so are not considered Members. 2. Effective Date. This Agreement is effective on the date last physically signed or, if accepted electronically, when Member clicks “I agree” at the bottom of this Agreement. 3. Entire Agreement. This Agreement may be updated and modified by Add-Savvy from time to time. Those modifications are incorporated as part of the Agreement. Member will be notified of significant modifications when it logs on or accesses its account. If Member does not accept the modifications to the Agreement, its sole remedy is to conclude its subscription at the end of the then-current term, or sixty (60) days, whichever is less. 4. Member Account: Representations and Warranties; Indemnification. a. Content. To create the Member portfolio, upload video, images, text, sound recordings, and other content (“Content”), and to access some features and services offered by Add-Savvy at the Site, Member must create an account. Member represents and warrants that: i. its authorized representatives will be the only persons uploading Content and engaging in transactions through that account; ii. it will keep passwords secure and will notify Add-Savvy of any suspected breach of security or unauthorized use of its account; iii. all information provided in connection with its account is accurate; iv. it has the right to transact business in the U.S., and to enter into this Agreement for the use of the Site and the Services; v. it has the right to upload the Content to the database; all Content is original to Member except for third party material for which Member has a license to use (or where such use is otherwise authorized by law) and for public domain material; Content does not infringe the intellectual property rights of any third party; display, posting, storage, transmission, or publication of the Content will not violate the terms of any third party contract; nothing in the Content is libelous, defamatory, disparaging, or slanderous, and does not violate the privacy rights of any person; the facts, conclusions, and opinions stated in the Content are substantiated, accurate, valid, and reliable; all disclosures required by law to accompany such Content have been included; and Member has the legal power to enter into this Agreement and grant Add-Savvy the right to store, copy, transmit, integrate with other Member Content, and display the Content. vi. possession and use of the Content is lawful; and storage of it by Add-Savvy or its third party providers does not violate any state or federal law or violate the rights of any third party; vii. the person signing this Agreement has the actual authority to bind the Member to its terms and conditions; and viii. it shall not assign or transfer the account to a third party, and shall not enable access to the account or the Site by persons who are not authorized account holders. b. Use of Content. i. Add-Savvy may use the account information, Content, and information Add-Savvy collects from Member's use of the Services and www.add-savvy.com (the “Site”) (collectively, “Information”) as follows: 1. To investigate and verify proper conduct at the Site and to monitor the security and integrity of the Site. 2. As required by law and/or in response to service of legal process, such as a court order, summons, subpoena, and the like. Add-Savvy shall use reasonable efforts to notify Member in advance of any such disclosure. 3. For Information that is not identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), may use aggregate and anonymous Information to enhance the Member experience at the Site, to understand how the Site is used, to communicate with its Members about Add-Savvy and the Site, and to analyze, develop, and promote its business. 4. For Information that is identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), to implement this Agreement, and to communicate with Member about the Services, the Site, and this Agreement. ii. Otherwise, Add-Savvy does not share or sell Information. iii. Member can access its account, review the Information that is stored, and revise or delete that Information. Member will need to send Add-Savvy a written request to delete its entire account. c. Responsibility for Account. Upon registering for an account, each User will receive a password. Member is responsible for Member’s account and all activities occurring in connection with the use of that account. d. Indemnification. i. Member acknowledges that its account with Add-Savvy and its access to the Services and Site is based upon the truth of the promises, statements, and representations made in this Agreement, including the terms of this Section 4. Member hereby indemnifies, holds harmless, and agrees to defend Add-Savvy against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Add-Savvy in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation survives termination of this Agreement. ii. In addition to the obligation of indemnification, above, Member agrees to use its best efforts to assist Add-Savvy in the investigation and resolution of any third party claim or assertion inconsistent with Member’s representations and warranties. Member agrees to provide such assistance at no charge and promptly upon receipt of notice from Add-Savvy of such claim or assertion. 5. Access; Uptime, Security; Release of Liability. a. Content Backup. Member is responsible for downloading and backing up copies of all its Content on a regular basis to ensure that it always has access to its own Content. Although Add-Savvy has designed the Site to enable uptime of over 98%, Add-Savvy may rely upon third parties for power, data storage, server access, software maintenance, system troubleshooting, system security, and other technology services. b. Release of Liability. Add-Savvy agrees to use reasonable measures to support the operation of the Site and provide security for the Content. The Site will occasionally be down (and the Content inaccessible) for testing, upgrading, and maintenance. Add-Savvy does not represent that the Site will always be accessible or that Content is 100% secure. Member hereby releases and agrees not to sue Add-Savvy for any loss of Content, inability to access Content, or other damages or claims arising from or relating to the Site and the Services. 6. Hardware Shipping and Installation. a. Delivery. If Member purchases monitors, computers, devices, or other equipment (“Hardware”) from Add-Savvy, Add-Savvy shall be responsible for delivery and installation of such Hardware. All Hardware is FOB Member premises. Add-Savvy shall transfer to Member title to the Hardware, and Member shall be entitled to the benefit of all remedies, warranties, and technical services relating to the Hardware from the original equipment manufacturer (“OEM”). Add-Savvy warrants that it has title to all Hardware delivered under this contract, free and clear of all claims, liens or encumbrances. If Member and/or Client decides to no longer pay for Add-Savvy services, Member and/or Client may request the Add-Savvy Installation Team to un-mount screens an hourly rate. If Member and/or Client opts not to use the Add-Savvy installation team to install signage hardware (including flat-screens) Member and/or Client shall hold Add-Savvy,LLC harmless if hardware installation in anyway violates any guidelines, does harm to any third party in anyway, or doesn’t meet the standard of local ordinance. Member and/or Client will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if hardware installation in anyway violates any guidelines, does harm to any third party in anyway, or doesn’t meet the standard of local ordinance. b. Inspection and Acceptance. Hardware is “Accepted” ten (10) days after delivery to Member unless, within that time period, Member notifies Add-Savvy in writing that the Hardware fails to conform to its written specifications. Add-Savvy shall use its best efforts to remedy that nonconformity within ten (10) business days, including by replacement, repair, or shipment of Hardware to the OEM. If Member does not receive conforming Hardware within thirty (30) days after notice to Add-Savvy of nonconformities, Add-Savvy shall refund any payments for the Hardware received by Add-Savvy from Member. c. Set-Up Fee. The set-up fee to begin member’s installation is non-refundable. If Add-Savvy purchases hardware for member, member shall return hardware immediately upon termination of relationship. Member shall hold Add-Savvy harmless if determined that hardware owned by Add-Savvy caused damage to member in any way. 7. Services Warranties. Add-Savvy warrants that its Services shall be provided by persons knowledgeable about the field of digital signage, marketing, hardware installation, and advertising. Add-Savvy does not warrant the performance of third party providers, such as cable companies, power providers, software licensors, Web providers, and others whose goods or services are required or useful for Member’s receipt of Services. Add-Savvy does not warrant that the functions contained in the Services will meet Member’s specific requirements, the requirements of Member’s particular industry, will be error-free, or operate without interruption. Add-Savvy will use commercially reasonable efforts to correct bugs and maintain the Services. If Member believes that Add-Savvy has not met this warranty, it shall notify Add-Savvy in writing of any nonconformance. Member’s sole remedies are (a) acceptance of a refund or partial refund of Service fees paid by Member, not to exceed the average monthly fee charged to Member by Add-Savvy for the Services, or (b) a remedy agreed upon by the parties, or (c) termination by Member of this Agreement. The foregoing is the sole and exclusive remedy available to Member in the event of receipt of nonconforming Services. 8. Sole and Exclusive Remedies. The remedies provided in Sections 6 and 7 are the sole and exclusive remedies provided to Member under this Agreement and are in lieu of all other remedies by contract, by law, and at equity. 9. Disclaimer. ADD-SAVVY EXPRESSLY DISCLAIMS, AND MEMBER HEREBY WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10. Confidentiality; Intellectual Property Rights . Each party shall treat as confidential, and shall not disclose to any third party or use for the benefit of any party other than the party owning it, any nonpublic information of the other. Such information includes financial, technical, and customer information; product specifications and designs, models, software, and data. Each party retains all intellectual property rights in its respective Content, Services, Site, and software. 11. Fees and Payments. a. Fees. Services access is provided on a subscription basis. Member shall pay the fees applicable to the Hardware and Services ordered from Add-Savvy. Add-Savvy shall prepare an “Order Invoice” stating the Hardware/Services ordered by Member, total amount of fees owed by Member to Add-Savvy, and the timing of payment of such fees . Member shall have the opportunity to review the Order Invoice for accuracy. The terms of the Order Invoice are deemed “accepted” upon the earlier of (i) Member signature on the Order Invoice, (ii) an electronic communication from Member confirming acceptance, or (iii) five (5) business days after delivery of the Order Invoice to Member without Member’s written rejection of the Order Invoice. Member may purchase additional Services from Add-Savvy on the terms agreed upon by the parties (then-current hourly rate, per-diem, subscription basis, or per-project). Add-Savvy may request that Member prepay travel expenses relating to onsite meetings at Member’s request. If Add-Savvy investigates any Member technical problems with the Services and the problem is determined not be inherent in the Services, Add-Savvy reserves the right to charge for its services at its then-current technical service rates. b. Timing of Payment. Member shall pay all proper invoices within the time set forth in Add-Savvy’s invoice or ten (10) days after receipt, whichever is longer. Failure to timely pay invoices in full is a material breach of this contract. Member shall pay a late fee of One Hundred Dollars ($100) per month for any overdue invoices that remain unpaid longer than five (5) calendar days after receipt of written notice from Add-Savvy. Member shall pay interest on overdue amounts at the rate of eighteen percent (18%) per annum, or the legal maximum, whichever is less. Member shall pay attorneys’ fees and expenses incurred by Add-Savvy to collect overdue amounts. All prices and fees are stated in U.S. Dollars. Any party remitting payment to Add-Savvy using a check shall be responsible for a $50 fee in addition to original amount of invoice if check is rejected due to insufficient funds. 12. Term; Renewal. The subscription term shall automatically renew unless either party gives written notice to the other at least ten (10) days prior to end of the then-current term of an intent not to renew, or unless terminated in accordance with Section 15. In the event of termination, the term of Services shall run through the last day of the calendar month and Member shall be responsible for payment of Services through that date. If Member uses a credit card for payment of its Services license fee, it hereby authorizes Add-Savvy to charge such card for each term of use. 13. Limitation of Liability for Damages . EXCEPT FOR THE OBLIGATION OF INDEMNIFICATION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITE, THE OPERATION OF THE SITE, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE FEES PAID BY MEMBER IN THE PREVIOUS TWELVE (12) MONTHS. As used in this section, a party includes its officers, directors, employees, contractors, agents, members, affiliates, related business entities, successors, and assigns. 14. Integrity of the Site. Member shall not take any action to interfere with the operation of the Services or the Site, to attempt to copy underlying technology, to upload other computer programs, or copy content other than Member Content. Member agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site. 15. Termination of Services; Termination of Agreement. a. Suspension of Access to Content. In the event of a material breach that is uncured, response to legal process, concern for the integrity of the Site, reasonable suspicion of improper conduct at the Site, or other good faith belief, Add-Savvy may suspend or terminate an account, remove or limit access to Content, or limit services to which an account holder has access, and shall use reasonable efforts to provide prior notice to an account holder. b. Material Breach. Either party may terminate this Agreement if there is a material breach by the other that is not cured within thirty (30) days after receipt of written notice of such breach. Without limitation, failure to pay fees when due, and/or use of the Services inconsistent with this Agreement, and/or information or conduct inconsistent with Member’s representations and warranties, are material breaches. Upon termination, Member is responsible for ensuring that it has possession of its Content and all data generated by it in connection with the use of the Services. Termination shall not affect the obligation of Member to pay any fees and expenses owing through the effective date of termination. c. Member Termination Without Breach. At any time, Member may cease using the Services with or without prior notice to Add-Savvy and without any liability to Add-Savvy other than payment of Services fees through the date of the then-current subscription term and in accordance with Section 12. d. Termination of Access. Upon termination of this Agreement Add-Savvy may block access to the Site and/or delete uploaded Content. Content created by Add-Savvy, LLC on behalf of Member is solely owned by Add-Savvy, LLC, and content may be, at Add-Savvy’s sole discretion, given to Member upon termination of this contract either by the Member or by Add-Savvy, LLC. e. Survival. Sections addressing indemnification, limitations of liability for damages, disclaimers, and sole and exclusive remedies, shall survive termination. 16. The Site and Services are Located in and Delivered from Ann Arbor, Michigan, USA. This Agreement is entered into, performed in, and based in Ann Arbor (Washtenaw County), Michigan, USA. The Site does not give rise to personal jurisdiction over Add-Savvy, either specific or general, in jurisdictions other than Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between Member and Add-Savvy that arise in whole or in part from the Services or this Agreement shall be decided exclusively by a court of competent jurisdiction located in (or having jurisdiction over) Ann Arbor, Michigan. 17. No Implied Waiver. No waiver by Add-Savvy shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of Add-Savvy. 18. Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. 19. International Considerations. Add-Savvy makes no representations that the Site or Services is appropriate or available for use in locations other than the United States. Those who access or use the Site or use the Services from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws. 20. Assignment. Add-Savvy may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. Member may not assign or transfer its account. 21. Notices. The parties hereby stipulate that electronic communications constitute a “writing” and a “document” under this Agreement. In addition, a party may provide notice, including those regarding changes to this Agreement, by email, first class mail, DHL/FedEx or such other courier, or hand-delivery. Add-Savvy may provide notice via postings to the Site. Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) thirty (30) days after a notice is posted to the Site. 22. Force Majeure. It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed. 23. Needed Contracting. Member agrees to allow Add-Savvy construction workers to engage in light contracting work in order to properly install panels and other hardware. Add-Savvy will not be responsible if another construction worker/resource causes damage to a screen/hardware previously installed by Add-Savvy resources. Add-Savvy will service Member’s digital signage to the extent of replacing non-functional hardware (not if a result of customer’s negligence). If it is found that needed maintenance is a result of Member’s negligence Member shall pay a fee for Add-Savvy construction worker’s time to address the issue. 24. Member’s Affiliated Companies. It’s the responsibility of the Add-Savvy Member/Member to make sure that all creative developed by Add-Savvy on behalf of member is in compliance with member’s parent company guidelines. Member and parent company shall hold Add-Savvy,LLC harmless if creative created for member in anyway violates the guidelines of member’s parent company or violates guidelines of another company affiliated with member. Member will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if the creative created for the member infringes the rights of any third party including member’s parent company or violates any law. 25. Additional. Member certifies that it owns all rights to images it uploads to the add-savvy.com server, and will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if the uploaded image infringes the rights of any third party or violates any law. Member shall pay a fee for the use of Add-Savvy images and/or videos. Member is paying for the following service: Digital content being uploaded to a Member screen(s). The Content created by Add-Savvy, LLC on behalf of Member remains the property of Add-Savvy, LLC; however, Add-Savvy may at its sole discretion provide duplications of completed work to the Member for their records. Member acknowledges that Add-Savvy, LLC does not guarantee an increase in sales/revenue or any other monetary gain by the Member due to the digital signage or advertisements implemented by Add-Savvy, LLC. Member shall allow up to 5 business days from date of Member’s request before illustrative edits are reflected on Member’s screen(s) and allow up to 2 business days from date of Member’s request before text edits are reflected on Member’s screen(s). When Member selects a package-type, a period of six months must pass before another selection can be made. If a Member discovers that an upgrade is necessary, it can upgrade for the remaining duration of the six months. However, Member shall not revert back to the original package-type until a new six month period has started. Beginning at each six-month period, member may request three new content creations. Member’s option to request new content creations expires at the end of each period, & is non-transferrable to other screens. Member cannot roll-over unused content creations to the subsequent month.. No discounts, concessions, or proration will be extended should the Member provide its own content creation. Fees are based on Member’s access to Add-Savvy resources/capability. Uploading a content creation provided by the Member shall constitute an edit. A chargeable edit is any modification to content that was requested by the Member. Member will not be charged for edits needed due to errors committed by Add-Savvy, LLC. Edit(s) that modify over 50% of any one creation shall be treated as a new creation – the appropriate fee will apply. Edits that exceed number of allowable edits associated with a particular package are valued as follows: -$19.99 per illustrative edit -$5.99 per text edit Edit Rollover – If Member fails to use its edits during the month, those edits cannot be transferred to other screens or rolled over to the subsequent month. If Add-Savvy remitted payment for screens, and the Member who’s housing the screens no longer wants services provided by Add-Savvy, Member shall allow Add-Savvy to retrieve screens during the hours of 9:00 am to 5:00 E.S.T. within two business weeks from when Member notified Add-Savvy that Member no longer wanted Add-Savvy services or within two business weeks from when Add-Savvy notified Member that Add-Savvy will no longer render services to Member. Member shall not cause damage to screens, If Member causes damage to screens purchased by Add-Savvy beyond normal wear and tear, Member shall be responsible to purchase a new flat-screen comparable to mentioned screen. 26. Advertising. If advertisers (outside parties) are displaying messages on a Member screen, and advertisers message is being managed by Add-Savvy, LLC – Member shall receive a portion of advertising revenue based on client’s edit package. If client does not have an edit package, client will receive 16% of advertising revenue if such advertising is being managed on client’s screen by Add-Savvy, LLC. The allowable percentage due to client is based on client’s edit package, and is described as follows: Bronze: 10% Silver: 15% Gold: 20% Platinum:30% 27. Special Events Member and Member guests shall hold Add-Savvy, LLC harmless if any damage occurs as a result of content that’s displayed on screens. Member and Member guests shall hold Add-Savvy, LLC harmless if any damage occurs as a result of screen installation. Paying Member shall be held entirely responsible for replacement cost of any equipment that is damaged by paying member or guest of paying member Member shall remit a deposit of 50% of overall estimate prior to work beginning. If Member for any reason decides not to use Add-Savvy services for their event, Member agrees to forfeit 50% deposit in its entirety. Member shall remit remaining payment 7 days prior to event date. Add-Savvy may decline to render services for event on event date if final payment is not made by Member. If Add-Savvy does not render final services due to non-payment by Member, Member hereby forfeits 50% deposit that was paid by Member. 28. Social Savvy Member and/or Member affiliates shall hold Add-Savvy, LLC harmless if any damage occurs to member as a result of content that is displayed on screen Member and/or Member affiliates shall hold Add-Savvy, LLC harmless if any damage occurs to guest/customer of member as a result of content that is displayed on screen Member hereby indemnifies, holds harmless, and agrees to defend Add-Savvy against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Add-Savvy in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation survives termination of this Agreement. This obligation survives termination of this Agreement. ADD-SAVVY, LLC CLIENT SERVICES TERMS AND CONDITIONS 1. Welcome; Parties to Agreement. Welcome to Add-Savvy, LLC! These Terms and Conditions are between Add-Savvy, LLC, with offices at 2723 South State Street, Ann Arbor, Michigan 48107 (“Add-Savvy”) and the customer identified on page 1 (“CLIENT”) for the services described at https://www.add-savvy.com/membership-registration/ This Contract includes all Schedules and referenced URLs (collectively, “Agreement”). For the purposes of this agreement, a “Client” is defined as a person and/or business that does not purchase its hardware from Add-Savvy, LLC and/or manages content themselves using the Add-Savvy platform and/or houses Add-Savvy flat-screens for advertising purposes. 2. Effective Date. This Agreement is effective on the date last physically signed or, if accepted electronically, when Client clicks “I agree” at the bottom of this Agreement. 3. Entire Agreement. This Agreement may be updated and modified by Add-Savvy from time to time. Those modifications are incorporated as part of the Agreement. Client will be notified of significant modifications when it logs on or accesses its account. If Client does not accept the modifications to the Agreement, its sole remedy is to conclude its subscription at the end of the then-current term, or sixty (60) days, whichever is less. 4. Client Account: Representations and Warranties; Indemnification. a. Content. To create the Client portfolio, upload video, images, text, sound recordings, and other content (“Content”), and to access some features and services offered by Add-Savvy at the Site, Client must create an account. Client represents and warrants that: i. its authorized representatives will be the only persons uploading Content and engaging in transactions through that account; ii. it will keep passwords secure and will notify Add-Savvy of any suspected breach of security or unauthorized use of its account; iii. all information provided in connection with its account is accurate; iv. it has the right to transact business in the U.S., and to enter into this Agreement for the use of the Site and the Services; v. it has the right to upload the Content to the database; all Content is original to Client except for third party material for which Client has a license to use (or where such use is otherwise authorized by law) and for public domain material; Content does not infringe the intellectual property rights of any third party; display, posting, storage, transmission, or publication of the Content will not violate the terms of any third party contract; nothing in the Content is libelous, defamatory, disparaging, or slanderous, and does not violate the privacy rights of any person; the facts, conclusions, and opinions stated in the Content are substantiated, accurate, valid, and reliable; all disclosures required by law to accompany such Content have been included; and Client has the legal power to enter into this Agreement and grant Add-Savvy the right to store, copy, transmit, integrate with other Client Content, and display the Content. vi. possession and use of the Content is lawful; and storage of it by Add-Savvy or its third party providers does not violate any state or federal law or violate the rights of any third party; vii. the person signing this Agreement has the actual authority to bind the Client to its terms and conditions; and viii. it shall not assign or transfer the account to a third party, and shall not enable access to the account or the Site by persons who are not authorized account holders. b. Use of Content. i. Add-Savvy may use the account information, Content, and information Add-Savvy collects from Client's use of the Services and www.add-savvy.com (the “Site”) (collectively, “Information”) as follows: 1. To investigate and verify proper conduct at the Site and to monitor the security and integrity of the Site. 2. As required by law and/or in response to service of legal process, such as a court order, summons, subpoena, and the like. Add-Savvy shall use reasonable efforts to notify Client in advance of any such disclosure. 3. For Information that is not identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), may use aggregate and anonymous Information to enhance the Client experience at the Site, to understand how the Site is used, to communicate with its Clients about Add-Savvy and the Site, and to analyze, develop, and promote its business. 4. For Information that is identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), to implement this Agreement, and to communicate with Client about the Services, the Site, and this Agreement. ii. Otherwise, Add-Savvy does not share or sell Information. iii. Client can access its account, review the Information that is stored, and revise or delete that Information. Client will need to send Add-Savvy a written request to delete its entire account. c. Responsibility for Account. Upon registering for an account, each User will receive a password. Client is responsible for Client’s account and all activities occurring in connection with the use of that account. d. Indemnification. i. Client acknowledges that its account with Add-Savvy and its access to the Services and Site is based upon the truth of the promises, statements, and representations made in this Agreement, including the terms of this Section 4. Client hereby indemnifies, holds harmless, and agrees to defend Add-Savvy against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Add-Savvy in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation survives termination of this Agreement. ii. In addition to the obligation of indemnification, above, Client agrees to use its best efforts to assist Add-Savvy in the investigation and resolution of any third party claim or assertion inconsistent with Client’s representations and warranties. Client agrees to provide such assistance at no charge and promptly upon receipt of notice from Add-Savvy of such claim or assertion. 5. Access; Uptime, Security; Release of Liability. a. Content Backup. Client is responsible for downloading and backing up copies of all its Content on a regular basis to ensure that it always has access to its own Content. Although Add-Savvy has designed the Site to enable uptime of over 98%, Add-Savvy may rely upon third parties for power, data storage, server access, software maintenance, system troubleshooting, system security, and other technology services. b. Release of Liability. Add-Savvy agrees to use reasonable measures to support the operation of the Site and provide security for the Content. The Site will occasionally be down (and the Content inaccessible) for testing, upgrading, and maintenance. Add-Savvy does not represent that the Site will always be accessible or that Content is 100% secure. Client hereby releases and agrees not to sue Add-Savvy for any loss of Content, inability to access Content, or other damages or claims arising from or relating to the Site and the Services. 6. Hardware Shipping and Installation. a. Delivery. If Client purchases monitors, computers, devices, or other equipment (“Hardware”) from Add-Savvy, Add-Savvy shall be responsible for delivery and installation of such Hardware. All Hardware is FOB Client premises. Add-Savvy shall transfer to Client title to the Hardware, and Client shall be entitled to the benefit of all remedies, warranties, and technical services relating to the Hardware from the original equipment manufacturer (“OEM”). Add-Savvy warrants that it has title to all Hardware delivered under this contract, free and clear of all claims, liens or encumbrances. If Client and/or Client decides to no longer pay for Add-Savvy services, Client and/or Client may request the Add-Savvy Installation Team to un-mount screens an hourly rate. If Client and/or Client opts not to use the Add-Savvy installation team to install signage hardware (including flat-screens) Client and/or Client shall hold Add-Savvy,LLC harmless if hardware installation in anyway violates any guidelines, does harm to any third party in anyway, or doesn’t meet the standard of local ordinance. Client and/or Client will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if hardware installation in anyway violates any guidelines, does harm to any third party in anyway, or doesn’t meet the standard of local ordinance. b. Inspection and Acceptance. Hardware is “Accepted” ten (10) days after delivery to Client unless, within that time period, Client notifies Add-Savvy in writing that the Hardware fails to conform to its written specifications. Add-Savvy shall use its best efforts to remedy that nonconformity within ten (10) business days, including by replacement, repair, or shipment of Hardware to the OEM. If Client does not receive conforming Hardware within thirty (30) days after notice to Add-Savvy of nonconformities, Add-Savvy shall refund any payments for the Hardware received by Add-Savvy from Client. 7. Services Warranties. Add-Savvy warrants that its Services shall be provided by persons knowledgeable about the field of digital signage, marketing, hardware installation, and advertising. Add-Savvy does not warrant the performance of third party providers, such as cable companies, power providers, software licensors, Web providers, and others whose goods or services are required or useful for Client’s receipt of Services. Add-Savvy does not warrant that the functions contained in the Services will meet Client’s specific requirements, the requirements of Client’s particular industry, will be error-free, or operate without interruption. Add-Savvy will use commercially reasonable efforts to correct bugs and maintain the Services. If Client believes that Add-Savvy has not met this warranty, it shall notify Add-Savvy in writing of any nonconformance. Client’s sole remedies are (a) acceptance of a refund or partial refund of Service fees paid by Client, not to exceed the average monthly fee charged to Client by Add-Savvy for the Services, or (b) a remedy agreed upon by the parties, or (c) termination by Client of this Agreement. The foregoing is the sole and exclusive remedy available to Client in the event of receipt of nonconforming Services. 8. Sole and Exclusive Remedies. The remedies provided in Sections 6 and 7 are the sole and exclusive remedies provided to Client under this Agreement and are in lieu of all other remedies by contract, by law, and at equity. 9. Disclaimer. ADD-SAVVY EXPRESSLY DISCLAIMS, AND CLIENT HEREBY WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10. Confidentiality; Intellectual Property Rights . Each party shall treat as confidential, and shall not disclose to any third party or use for the benefit of any party other than the party owning it, any nonpublic information of the other. Such information includes financial, technical, and customer information; product specifications and designs, models, software, and data. Each party retains all intellectual property rights in its respective Content, Services, Site, and software. 11. Fees and Payments. a. Fees. Services access is provided on a subscription basis. Client shall pay the fees applicable to the Hardware and Services ordered from Add-Savvy. Add-Savvy shall prepare an “Order Invoice” stating the Hardware/Services ordered by Client, total amount of fees owed by Client to Add-Savvy, and the timing of payment of such fees . Client shall have the opportunity to review the Order Invoice for accuracy. The terms of the Order Invoice are deemed “accepted” upon the earlier of (i) Client signature on the Order Invoice, (ii) an electronic communication from Client confirming acceptance, or (iii) five (5) business days after delivery of the Order Invoice to Client without Client’s written rejection of the Order Invoice. Client may purchase additional Services from Add-Savvy on the terms agreed upon by the parties (then-current hourly rate, per-diem, subscription basis, or per-project). Add-Savvy may request that Client prepay travel expenses relating to onsite meetings at Client’s request. If Add-Savvy investigates any Client technical problems with the Services and the problem is determined not be inherent in the Services, Add-Savvy reserves the right to charge for its services at its then-current technical service rates. a. Timing of Payment. Client shall pay all proper invoices within the time set forth in Add-Savvy’s invoice or ten (10) days after receipt, whichever is longer. Failure to timely pay invoices in full is a material breach of this contract. Client shall pay a late fee of One Hundred Dollars ($100) per month for any overdue invoices that remain unpaid longer than five (5) calendar days after receipt of written notice from Add-Savvy. Client shall pay interest on overdue amounts at the rate of eighteen percent (18%) per annum, or the legal maximum, whichever is less. Client shall pay attorneys’ fees and expenses incurred by Add-Savvy to collect overdue amounts. All prices and fees are stated in U.S. Dollars. Any party remitting payment to Add-Savvy using a check shall be responsible for a $50 fee in addition to original amount of invoice if check is rejected due to insufficient funds. 12. Term; Renewal. The subscription term shall automatically renew unless either party gives written notice to the other at least ten (10) days prior to end of the then-current term of an intent not to renew, or unless terminated in accordance with Section 15. In the event of termination, the term of Services shall run through the last day of the calendar month and Client shall be responsible for payment of Services through that date. If Client uses a credit card for payment of its Services license fee, it hereby authorizes Add-Savvy to charge such card for each term of use. 13. Limitation of Liability for Damages . EXCEPT FOR THE OBLIGATION OF INDEMNIFICATION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITE, THE OPERATION OF THE SITE, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE FEES PAID BY CLIENT IN THE PREVIOUS TWELVE (12) MONTHS. As used in this section, a party includes its officers, directors, employees, contractors, agents, Clients, affiliates, related business entities, successors, and assigns. 14. Integrity of the Site. Client shall not take any action to interfere with the operation of the Services or the Site, to attempt to copy underlying technology, to upload other computer programs, or copy content other than Client Content. Client agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site. 15. Termination of Services; Termination of Agreement. a. Suspension of Access to Content. In the event of a material breach that is uncured, response to legal process, concern for the integrity of the Site, reasonable suspicion of improper conduct at the Site, or other good faith belief, Add-Savvy may suspend or terminate an account, remove or limit access to Content, or limit services to which an account holder has access, and shall use reasonable efforts to provide prior notice to an account holder. b. Material Breach. Either party may terminate this Agreement if there is a material breach by the other that is not cured within thirty (30) days after receipt of written notice of such breach. Without limitation, failure to pay fees when due, and/or use of the Services inconsistent with this Agreement, and/or information or conduct inconsistent with Client’s representations and warranties, are material breaches. Upon termination, Client is responsible for ensuring that it has possession of its Content and all data generated by it in connection with the use of the Services. Termination shall not affect the obligation of Client to pay any fees and expenses owing through the effective date of termination. c. Client Termination Without Breach. At any time, Client may cease using the Services with or without prior notice to Add-Savvy and without any liability to Add-Savvy other than payment of Services fees through the date of the then-current subscription term and in accordance with Section 12. d. Termination of Access. Upon termination of this Agreement Add-Savvy may block access to the Site and/or delete uploaded Content. Content created by Add-Savvy, LLC on behalf of Client is solely owned by Add-Savvy, LLC, and content may be, at Add-Savvy’s sole discretion, given to Client upon termination of this contract either by the Client or by Add-Savvy, LLC. e. Survival. Sections addressing indemnification, limitations of liability for damages, disclaimers, and sole and exclusive remedies, shall survive termination. 16. The Site and Services are Located in and Delivered from Ann Arbor, Michigan, USA. This Agreement is entered into, performed in, and based in Ann Arbor (Washtenaw County), Michigan, USA. The Site does not give rise to personal jurisdiction over Add-Savvy, either specific or general, in jurisdictions other than Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between Client and Add-Savvy that arise in whole or in part from the Services or this Agreement shall be decided exclusively by a court of competent jurisdiction located in (or having jurisdiction over) Ann Arbor, Michigan. 17. No Implied Waiver. No waiver by Add-Savvy shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of Add-Savvy. 18. Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. 19. International Considerations. Add-Savvy makes no representations that the Site or Services is appropriate or available for use in locations other than the United States. Those who access or use the Site or use the Services from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws. 20. Assignment. Add-Savvy may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. Client may not assign or transfer its account. 21. Notices. The parties hereby stipulate that electronic communications constitute a “writing” and a “document” under this Agreement. In addition, a party may provide notice, including those regarding changes to this Agreement, by email, first class mail, DHL/FedEx or such other courier, or hand-delivery. Add-Savvy may provide notice via postings to the Site. Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) thirty (30) days after a notice is posted to the Site. 22. Force Majeure. It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed. 23. Needed Contracting. Client agrees to allow Add-Savvy construction workers to engage in light contracting work in order to properly install panels and other hardware. Add-Savvy will not be responsible if another construction worker/resource causes damage to a screen/hardware previously installed by Add-Savvy resources. Add-Savvy will service Client’s digital signage to the extent of replacing non-functional hardware (not if a result of client’s or anyone else’s negligence). If it is found that needed maintenance is a result of Client or anyone else’s negligence Client shall pay a fee for Add-Savvy construction worker’s time to address the issue. 24. Client’s Affiliated Companies. It’s the responsibility of the Add-Savvy Client/Client to make sure that all creative developed by Add-Savvy on behalf of Client is in compliance with Client’s parent company guidelines. Client and parent company shall hold Add-Savvy,LLC harmless if creative created for Client in anyway violates the guidelines of Client’s parent company or violates guidelines of another company affiliated with Client. Client will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if the creative created for the Client infringes the rights of any third party including Client’s parent company or violates any law. 25. Additional. Client certifies that it owns all rights to images it uploads to the add-savvy.com server, and will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if the uploaded image infringes the rights of any third party or violates any law. Client shall pay a fee for the use of Add-Savvy images and/or videos. Client is paying for the following service: Digital content being uploaded to a Client screen(s). The Content created by Add-Savvy, LLC on behalf of Client remains the property of Add-Savvy, LLC; however, Add-Savvy may at its sole discretion provide duplications of completed work to the Client for their records. Client acknowledges that Add-Savvy, LLC does not guarantee an increase in sales/revenue or any other monetary gain by the Client due to the digital signage or advertisements implemented by Add-Savvy, LLC. Client shall allow up to 5 business days from date of Client’s request before illustrative edits are reflected on Client’s screen(s) and allow up to 2 business days from date of Client’s request before text edits are reflected on Client’s screen(s). No discounts, concessions, or proration will be extended should the Client provide its own content creation. Fees are based on Client’s access to Add-Savvy resources/capability. Uploading a content creation provided by the Client shall constitute an edit. A chargeable edit is any modification to content that was requested by the Client. Client will not be charged for edits needed due to errors committed by Add-Savvy, LLC. Edit(s) that modify over 50% of any one creation shall be treated as a new creation – the appropriate fee will apply. Client shall remit $150 to use a creation designed by the Add-Savvy Design Team (ADT). Client shall remit $59.99 to use a creation designed by the Client and subsequently uploaded to the Add-Savvy server. Creation-Edits are valued as follows: Illustrative Edit: $39.99/edit Text Edits: $19.99/edit If Add-Savvy remitted payment for screens, and the Client who’s housing the screens no longer wants services provided by Add-Savvy, Client shall allow Add-Savvy to retrieve screens during the hours of 9:00 am to 5:00 E.S.T. within two business weeks from when Client notified Add-Savvy that Client no longer wanted Add-Savvy services or within two business weeks from when Add-Savvy notified Client that Add-Savvy will no longer render services to Client. Client shall not cause damage to screens, If Client causes damage to screens purchased by Add-Savvy beyond normal wear and tear, Client shall be responsible to purchase a new flat-screen comparable to mentioned screen. ADD-SAVVY, LLC ADVERTISER SERVICES TERMS AND CONDITIONS 1. Welcome; Parties to Agreement. Welcome to Add-Savvy, LLC! These Terms and Conditions are between Add-Savvy, LLC, with offices at 2723 South State Street, Ann Arbor, Michigan 48107 (“Add-Savvy”) and the customer identified on page 1 (“Advertiser”) for the services described at https://www.add-savvy.com/membership-registration/ (“Services”). This Contract includes all Schedules and referenced URLs (collectively, “Agreement”). For the purposes of this agreement, and “Advertiser” is a person and/or business that uses the Add-Savvy Content-Management platform to display advertisements on a flat-screen(s). 2. Effective Date. This Agreement is effective on the date last physically signed or, if accepted electronically, when Advertiser clicks “I agree” at the bottom of this Agreement. 3. Entire Agreement. This Agreement may be updated and modified by Add-Savvy from time to time. Those modifications are incorporated as part of the Agreement. Advertiser will be notified of significant modifications when it logs on or accesses its account. If Advertiser does not accept the modifications to the Agreement, its sole remedy is to conclude its subscription at the end of the then-current term, or sixty (60) days, whichever is less. 4. Advertiser Account: Representations and Warranties; Indemnification. a. Content. To create the Advertiser portfolio, upload video, images, text, sound recordings, and other content (“Content”), and to access some features and services offered by Add-Savvy at the Site, Advertiser must create an account. Advertiser represents and warrants that: i. its authorized representatives will be the only persons uploading Content and engaging in transactions through that account; ii. it will keep passwords secure and will notify Add-Savvy of any suspected breach of security or unauthorized use of its account; iii. all information provided in connection with its account is accurate; iv. it has the right to transact business in the U.S., and to enter into this Agreement for the use of the Site and the Services; v. it has the right to upload the Content to the database; all Content is original to Advertiser except for third party material for which Advertiser has a license to use (or where such use is otherwise authorized by law) and for public domain material; Content does not infringe the intellectual property rights of any third party; display, posting, storage, transmission, or publication of the Content will not violate the terms of any third party contract; nothing in the Content is libelous, defamatory, disparaging, or slanderous, and does not violate the privacy rights of any person; the facts, conclusions, and opinions stated in the Content are substantiated, accurate, valid, and reliable; all disclosures required by law to accompany such Content have been included; and Advertiser has the legal power to enter into this Agreement and grant Add-Savvy the right to store, copy, transmit, integrate with other Advertiser Content, and display the Content. vi. possession and use of the Content is lawful; and storage of it by Add-Savvy or its third party providers does not violate any state or federal law or violate the rights of any third party; vii. the person signing this Agreement has the actual authority to bind the Advertiser to its terms and conditions; and viii. it shall not assign or transfer the account to a third party, and shall not enable access to the account or the Site by persons who are not authorized account holders. b. Use of Content. i. Add-Savvy may use the account information, Content, and information Add-Savvy collects from Advertiser's use of the Services and www.add-savvy.com (the “Site”) (collectively, “Information”) as follows: 1. To investigate and verify proper conduct at the Site and to monitor the security and integrity of the Site. 2. As required by law and/or in response to service of legal process, such as a court order, summons, subpoena, and the like. Add-Savvy shall use reasonable efforts to notify Advertiser in advance of any such disclosure. 3. For Information that is not identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), may use aggregate and anonymous Information to enhance the Advertiser experience at the Site, to understand how the Site is used, to communicate with its Advertisers about Add-Savvy and the Site, and to analyze, develop, and promote its business. 4. For Information that is identifiable to an individual or entity, Add-Savvy may use Information as set forth above in (1) and (2), to implement this Agreement, and to communicate with Advertiser about the Services, the Site, and this Agreement. ii. Otherwise, Add-Savvy does not share or sell Information. iii. Advertiser can access its account, review the Information that is stored, and revise or delete that Information. Advertiser will need to send Add-Savvy a written request to delete its entire account. c. Responsibility for Account. Upon registering for an account, each User will receive a password. Advertiser is responsible for Advertiser’s account and all activities occurring in connection with the use of that account. d. Indemnification. i. Advertiser acknowledges that its account with Add-Savvy and its access to the Services and Site is based upon the truth of the promises, statements, and representations made in this Agreement, including the terms of Section 4. Advertiser hereby indemnifies, holds harmless, and agrees to defend Add-Savvy against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Add-Savvy in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation survives termination of this Agreement. ii. In addition to the obligation of indemnification, above, Advertiser agrees to use its best efforts to assist Add-Savvy in the investigation and resolution of any third party claim or assertion inconsistent with Advertiser’s representations and warranties. Advertiser agrees to provide such assistance at no charge and promptly upon receipt of notice from Add-Savvy of such claim or assertion. 5. Access; Uptime, Security; Release of Liability. a. Content Backup. Advertiser is responsible for downloading and backing up copies of all its Content on a regular basis to ensure that it always has access to its own Content. Although Add-Savvy has designed the Site to enable uptime of over 98%, Add-Savvy may rely upon third parties for power, data storage, server access, software maintenance, system troubleshooting, system security, and other technology services. b. Release of Liability. Add-Savvy agrees to use reasonable measures to support the operation of the Site and provide security for the Content. The Site will occasionally be down (and the Content inaccessible) for testing, upgrading, and maintenance. Add-Savvy does not represent that the Site will always be accessible or that Content is 100% secure. Advertiser hereby releases and agrees not to sue Add-Savvy for any loss of Content, inability to access Content, or other damages or claims arising from or relating to the Site and the Services. 6. Sole and Exclusive Remedies. The remedies provided in certain sections are sole and exclusive remedies provided to Advertiser under this Agreement and are in lieu of all other remedies by contract, by law, and at equity. 7. Disclaimer. ADD-SAVVY EXPRESSLY DISCLAIMS, AND ADVERTISER HEREBY WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. Confidentiality; Intellectual Property Rights . Each party shall treat as confidential, and shall not disclose to any third party or use for the benefit of any party other than the party owning it, any nonpublic information of the other. Such information includes financial, technical, and customer information; product specifications and designs, models, software, and data. Each party retains all intellectual property rights in its respective Content, Services, Site, and software. 9. Fees and Payments. a. Fees. Services access is provided on a subscription basis. Advertiser shall pay the fees applicable to the Hardware and Services ordered from Add-Savvy. Add-Savvy shall prepare an “Order Invoice” stating the Hardware/Services ordered by Advertiser, total amount of fees owed by Advertiser to Add-Savvy, and the timing of payment of such fees . Advertiser shall have the opportunity to review the Order Invoice for accuracy. The terms of the Order Invoice are deemed “accepted” upon the earlier of (i) Advertiser signature on the Order Invoice, (ii) an electronic communication from Advertiser confirming acceptance, or (iii) five (5) business days after delivery of the Order Invoice to Advertiser without Advertiser’s written rejection of the Order Invoice. Advertiser may purchase additional Services from Add-Savvy on the terms agreed upon by the parties (then-current hourly rate, per-diem, subscription basis, or per-project). Add-Savvy may request that Advertiser prepay travel expenses relating to onsite meetings at Advertiser’s request. b. Timing of Payment. Advertiser shall pay all proper invoices within the time set forth in Add-Savvy’s invoice or ten (10) days after receipt, whichever is longer. Failure to timely pay invoices in full is a material breach of this contract. Advertiser shall pay a late fee of One Hundred Dollars ($100) per month for any overdue invoices that remain unpaid longer than five (5) calendar days after receipt of written notice from Add-Savvy. Advertiser shall pay interest on overdue amounts at the rate of eighteen percent (18%) per annum, or the legal maximum, whichever is less. Advertiser shall pay attorneys’ fees and expenses incurred by Add-Savvy to collect overdue amounts. All prices and fees are stated in U.S. Dollars. Any party remitting payment to Add-Savvy using a check shall be responsible for a $50 fee in addition to original amount of invoice if check is rejected due to insufficient funds. 10. Term; Renewal. The subscription term shall automatically renew unless either party gives written notice to the other at least ten (10) days prior to end of the then-current term of an intent not to renew, or unless terminated in accordance with Section 13. In the event of termination, the term of Services shall run through the last day of the calendar month and Advertiser shall be responsible for payment of Services through that date. If Advertiser uses a credit card for payment of its Services license fee, it hereby authorizes Add-Savvy to charge such card for each term of use. 11. Limitation of Liability for Damages . EXCEPT FOR THE OBLIGATION OF INDEMNIFICATION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITE, THE OPERATION OF THE SITE, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE FEES PAID BY ADVERTISER IN THE PREVIOUS TWELVE (12) MONTHS. As used in this section, a party includes its officers, directors, employees, contractors, agents, Advertisers, affiliates, related business entities, successors, and assigns. 12. Integrity of the Site. Advertiser shall not take any action to interfere with the operation of the Services or the Site, to attempt to copy underlying technology, to upload other computer programs, or copy content other than Advertiser Content. Advertiser agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; circumvent, disable or otherwise interfere with security-related features or digital rights management functions at the Site; or hack, reverse engineer, or disable any technology at the Site. 13. Termination of Services; Termination of Agreement. a. Suspension of Access to Content. In the event of a material breach that is uncured, response to legal process, concern for the integrity of the Site, reasonable suspicion of improper conduct at the Site, or other good faith belief, Add-Savvy may suspend or terminate an account, remove or limit access to Content, or limit services to which an account holder has access, and shall use reasonable efforts to provide prior notice to an account holder. b. Material Breach. Either party may terminate this Agreement if there is a material breach by the other that is not cured within thirty (30) days after receipt of written notice of such breach. Without limitation, failure to pay fees when due, and/or use of the Services inconsistent with this Agreement, and/or information or conduct inconsistent with Advertiser’s representations and warranties, are material breaches. Upon termination, Advertiser is responsible for ensuring that it has possession of its Content and all data generated by it in connection with the use of the Services. Termination shall not affect the obligation of Advertiser to pay any fees and expenses owing through the effective date of termination. c. Advertiser Termination Without Breach. At the end of the agreement duration, Advertiser may cease using the Services with or without prior notice to Add-Savvy and without any liability to Add-Savvy other than payment of Services fees through the date of the then-current subscription term and in accordance with Section 10. d. Termination of Access. Upon termination of this Agreement Add-Savvy may block access to the Site and/or delete uploaded Content. Content created by Add-Savvy, LLC on behalf of Advertiser is solely owned by Add-Savvy, LLC, and content may be, at Add-Savvy’s sole discretion, given to Advertiser upon termination of this contract either by the Advertiser or by Add-Savvy, LLC. e. Survival. Sections addressing indemnification, limitations of liability for damages, disclaimers, and sole and exclusive remedies, shall survive termination. 14. The Site and Services are Located in and Delivered from Ann Arbor, Michigan, USA. This Agreement is entered into, performed in, and based in Ann Arbor (Washtenaw County), Michigan, USA. The Site does not give rise to personal jurisdiction over Add-Savvy, either specific or general, in jurisdictions other than Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between Advertiser and Add-Savvy that arise in whole or in part from the Services or this Agreement shall be decided exclusively by a court of competent jurisdiction located in (or having jurisdiction over) Ann Arbor, Michigan. 15. No Implied Waiver. No waiver by Add-Savvy shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of Add-Savvy. 16. Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. 17. International Considerations. Add-Savvy makes no representations that the Site or Services is appropriate or available for use in locations other than the United States. Those who access or use the Site or use the Services from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws. 18. Notices. The parties hereby stipulate that electronic communications constitute a “writing” and a “document” under this Agreement. In addition, a party may provide notice, including those regarding changes to this Agreement, by email, first class mail, DHL/FedEx or such other courier, or hand-delivery. Add-Savvy may provide notice via postings to the Site. Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) thirty (30) days after a notice is posted to the Site. 19. Force Majeure. It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed. 20. Advertiser’s Affiliated Companies. It’s the responsibility of the Add-Savvy Advertiser and/or advertiser to make sure that all creative developed by Add-Savvy on behalf of Advertiser is in compliance with Advertiser’s parent company guidelines. Advertiser and parent company shall hold Add-Savvy,LLC harmless if creative created for Advertiser in anyway violates the guidelines of Advertiser’s parent company or violates guidelines of another company affiliated with Advertiser. Advertiser will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if the creative created for the Advertiser infringes the rights of any third party including Advertiser’s parent company or violates any law. 21. Advertiser shall pay a fee for the use of Add-Savvy images and/or videos. Advertiser is paying for the following service: Digital content being uploaded to a screen(s). The Content created by Add-Savvy, LLC on behalf of advertiser remains the property of Add-Savvy, LLC; however, Add-Savvy may at its sole discretion provide duplications of completed work to the Advertiser for their records. Advertiser certifies that it owns all rights to images it uploads to add-savvy.com or provides to Add-Savvy, LLC, and will indemnify, defend, and hold harmless Add-Savvy, LLC for any damages that result, if the uploaded image infringes the rights of any third party or violates any law. Advertiser acknowledges that Add-Savvy, LLC does not guarantee an increase in sales/revenue or any other monetary gain by the advertiser due to the digital signage created / implemented by Add-Savvy, LLC . Advertiser shall pay on a monthly basis and receive a full month of advertising in exchange. The term shall renew quarterly (every Three months) or semi-annually (every Six months). Add-Savvy, LLC reserves the right to remove advertiser’s content and not renew for any reason at the end of each term with 5 days written notice via email, certified mail, or electronic communication. Advertiser shall remit $205.00 to use a creation designed by the Add-Savvy Design Team (ADT). Advertiser shall remit $59.99 to use a creation designed by the advertiser and subsequently uploaded to the Add-Savvy server. Creation-Edits are valued as follows: Illustrative Edit: $39.99/edit Text Edits: $19.99/edit Advertisers may submit new creations made by the advertiser at any time for a fee of $59.99 per creation. Advertiser shall allow 2-3 business days from date that new creation is received by Add-Savvy, LLC, for new creation(s) to be reflected on the appropriate screens. Advertiser shall allow 5-6 business days from date of request, for creation-edits to be completed by the Add-Savvy Design Team. Advertiser shall allow 1-2 business days from date of Advertiser’s approval of edits, for edits to be reflected on the appropriate screens. If Advertiser is requesting a new creation, Advertiser shall allow 2-3 business days from date of Advertiser’s approval of creations, for new creation(s) to be reflected on the appropriate screens. A chargeable edit is any advertiser-requested modification to previously approved content. Advertiser will not be charged for edits needed due to errors committed by Add-Savvy, LLC. Edit(s) that modify over 50% of any one creation shall be treated as a new creation – the appropriate fee will apply. If a Member and/or Client, who’s housing the flat-screen requests the removal of an Advertiser’s content after the advertiser has already been billed for the corresponding 30-day billing period, Add-Savvy will remove Advertiser’s content immediately. Add-Savvy will prorate the amount due for the month, and refund the appropriate amount to the Advertiser. Intellectual Property: Content created by Add-Savvy on behalf of Advertiser remains the property of Add-Savvy, LLC; however, Add-Savvy may at its sole discretion provide duplications of creations to Advertiser for their records. Upon request – pricing available for professional photos.
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