Terms and Conditions

These Terms & Conditions, together the “Agreement” is between inSegment, Inc. “inSegment” and you, the “Client”.  The foregoing sets out rights and obligations of both parties as to certain selected Advertising Services, “Services” as outlined herein and identified in the Client Insertion Order(s).  Any future Services introduced by inSegment or purchased by Client shall be incorporated herein by reference and subject to the provisions of this Agreement. 

inSegment reserves the right to amend, modify or restate this Agreement, (the “Revisions”) from time to time at its sole discretion.  inSegment shall provide notification of the Revisions to this Agreement by updating the “Date Last Modified” set forth below.  It is Client’s responsibility to periodically review this Agreement for the Revisions, which shall be binding once posted on http://www.insegment.com/terms_and_conditions.  Client’s continued use of the Services after the posting of the Revisions will be deemed acceptance of this Agreement and the Revisions thereof.

1. SERVICES

Website Design & Development; inSegment’s Conversion Architecture system is built to help Client’s establish website presence for lead building, positive and sales driven customer experience.

Splash
inSimple
inAdvanced
inPremium
inPlatinum
inCustom

Pay-Per-Click;  A pay-per-click campaign is initiated based on Client needs and budget restraints.  inSegment Client Dedicated PPC team uses competitive analysis and industry research to incorporate best-in-class techniques.  ROI is monitored continuously throughout Client campaign.

inSearch 500
inSearch 1000
inSearch 2000
inSearch 3000
inSearch Custom

Search Engine Optimization; Client shall benefit from inSegment proprietary SEO DNA system, which employs unique and multi-dimensional set of tactics, specifically designed for Client’s needs and budget.

inSEO Starter
inSEO Master
inSEO Pro
inSEO Custom

Hosting & Tracking; inSegment hosting services include server setup and hosting of Client web assets, such as a website, microsite or landing page. inSegment Tracking services provide analytics data on the performance metrics of web assets, including but not limited to visitor behavior statistics and conversion rates.

inHosting & Tracking Starter
inHosting & Tracking Master
inHosting & Tracking Pro
inHosting & Tracking Custom

Social Media Buildout & Social Media Management; inSegment consistently evaluates all local and relevant channels to determine better online brand presence and Public Relations for Client and its offerings. 

Recapture; inSegment employs various customized techniques tailored to Client website’s offerings helping recapture potential customers or former customers.  inSegment leverages granular “audience pool mapping” to drive cross-sell and up-sell opportunities to maximize revenue.

inRecapture Starter
inRecapture Master
inRecapture Pro
inRecapture Custom

Display Campaigns; newly evolved inSegment Online Display system, which leverages Demand Side Platforms, Real Time Bidding and third-party data.

Banner Library Development

inBanner Starter
inBanner Master
inBanner Pro
inBanner Custom

Banner Campaign

inDisplay 500
inDisplay 1000
inDisplay 2500
inDisplay Custom

Local; inSegment Local increases small business visibility in target locations through local listings on popular geotargeting networks such as Google Places and Yahoo Local. Through these and other strategies Client is found by relevant customers conducting searches in their service area.

inLocal Starter
inLocal Master
inLocal Pro
inLocal Custom

 2. TERM OF AGREEMENT

This Agreement shall commence on the date the Client accepts its terms and conditions by signing the Insertion Order online, which shall be evidenced by a unique Signature Certificate with a copy sent to Client via electronic mail.  Term of Insertion Order Agreement shall be known as the Commitment Period and shall be in accordance with terms contained in the Insertion Order, which shall be automatically renewed unless terminated pursuant to terms contained herein or otherwise stated in the Client Insertion Order.

Any additional Insertion Orders initiated by Client shall commence on date of the Order and be commensurate with the Commitment Period as described above. 

3. LICENSE

Pursuant to this Agreement and Client Insertion Order, the Client hereby grants inSegment a global, irrevocable and non-exclusive sub-licensable right to display, reproduce, copy, distribute, modify the Client content, Client logo and/or trademarks through the inSegment Services pursuant to the Client Insertion Order and or any portions thereof.  Furthermore inSegment shall have the right, without limitation, to provide such data to third party web platforms and marketing sites.  Such information shall include Client credit card information or assigned Bank Account for the purposes of payment for such third-party services.  inSegment shall use such information and license rights only in accordance with this Agreement and the fulfillment of Services pursuant to Client Insertion Order.

4. RIGHTS OF OWNERSHIP

Any content provided by Client to inSegment for the purposes of Ad creation or Ad submission to third-parties must meet inSegment standards and specifications as well as those of such third-parties at all times relevant hereto.  inSegment may, at its sole discretion, reject or modify an such content provided by Client at any time. 

Client acknowledges once content has been submitted it may only be modified or amended in accordance with inSegment or third-party specifications.  inSegment does not acknowledge or endorse any content of any type submitted by Client.  Client indemnifies and holds harmless inSegment from any liability whatsoever for any content errors, including typographical, spelling, omissions, misstatements in the published content.  

If Client requests creative work from inSegment including Ad creation, design or any other creative services, Client shall hold full and sole responsibility for any content provided to inSegment and created by inSegment for Client as to its conformity with any applicable law, copyright, patent and trademarks and is non-infringing.  Client hereby agrees inSegment retains all ownership in design elements and any related knowledge base except for any trademarks, copyrights, logos or services marks of Client.

inSegment reserves the right and discretion to select certain keywords on behalf of Client for the fulfillment of Client Insertion Order Services as well as incorporate those requested and provided by Client.  No guarantee is made that any inSegment and/or Client provided keywords shall be used with respect to the Services.

Client shall not use any keywords which may infringe on any competitors of Client or other third-parties intellectual property including trademark, logo, trade style name, copyright or service mark.  inSegment may remove any keywords at any time at its discretion if it feels such specific keyword may infringe on any third-party rights.  CLIENT INDEMNIFIES INSEGMENT, ITS OFFICERS, AGENTS, EMPLOYEES AND ASSIGNS FROM ANY CLAIMS, DEMANDS, SUITS, SETTLEMENTS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES) PAID OR INCURRED BY OR ASSERTED AGAINST INSEGMENT RELATING TO OR ARISING FROM CLIENT INFRINGING ON ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS INCLUDING TRADEMARK, COPYRIGHT, SERVICE MARK INFRINGEMENT.

5. PRIVACY / CONFIDENTIALITY

At all times relevant hereto Client shall post and maintain a Privacy Policy on its website and any related websites and shall conduct itself at all times in compliance with such Privacy Policy.  Such Privacy Policy shall comply with all applicable local, state and federal laws.  Furthermore such Privacy Policy shall not be construed to prevent inSegment from fulfilling its obligations pursuant to the Client Insertion Order.  If Client, pursuant to its Privacy Policy, collects any individual data deemed identifiable, defined as any information that can be used to identify, contact, or locate an individual, either alone or combined with other easily accessible sources, including information that is linked or linkable to an individual, such as medical, educational, financial and employment information, then Client shall ensure its Privacy Policy allows for inSegment to transmit and third-parties to host any such information pursuant to the Client Insertion Order Services. 

CLIENT HEREBY INDEMNIFIES AND HOLDS HARMLESS INSEGMENT, ITS OFFICERS, AGENTS, EMPLOYEES AND ASSIGNS FROM ANY CLAIMS, DEMANDS, SUITS, SETTLEMENTS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES) PAID OR INCURRED BY OR ASSERTED AGAINST INSEGMENT RELATING TO OR ARISING FROM CLIENT violating such Privacy Policy.

6. FEES AND PAYMENT TERMS

Client acknowledges and agrees to the following Fees, amounts (as indicated on the Insertion Order per Service ordered) and Payment Terms;

a)      Fees Defined

Startup Service Fee refers to one-time fee for the set-up the selected Services pursuant to the Insertion Order terms and Fees, payable to inSegment prior to initiation of such Service. 

Monthly Fee shall be the Fee as indicated on the Insertion Order, automatically charged to Client authorized credit card pursuant to following Fee Schedule:

                                i.      Startup Service Fees incurred at Client Insertion Order signing date.

                               ii.      Monthly Fees incurred on the day of signing of the Insertion Order and then on the same date of the following month thereafter for the duration of the Term.  In case the Insertion Order is signed on the 31st day of the month, then the renewals shall happen on the 30th of each month when such month does not have 31 days in it.

Termination Fee refers to Fee imposed on Client for early termination of Services under the Insertion Order, which shall be equal to the sum of all the fees under the Term.

inSegment reserves the right to change, amend or modify any of the foregoing Fees at any time, which shall take effect with any new Insertion Order submitted by Client to inSegment.

Third-party benefits.  Client shall not be entitled to any inSegment discounts, rebates, promotional credits or refunds provided it by third-parties pursuant to the fulfillment of Services. 

Client, may, from time to time receive credits or promotional discounts from inSegment pursuant to any Insertion Order outstanding.  Any termination of such Insertion Order, except for cause as defined herein this Agreement, shall revoke such credits or promotional discounts and Client shall be fully liable to reimburse inSegment within five (5) days of such termination.

 b)      Payment Terms

General; upon inSegment accepting Client Insertion Order all Fees are subject to payment in full by Client pursuant to the terms contained herein, which are in US Dollars, exclusive of any taxes including State and Federal, which are the sole responsibility of the Client.

Manner; All Fees are payable by Client Credit Card (AMEX, VISA, MC).  Client shall fill out and sign the Insertion Order including any necessary Credit Card information.  Client must immediately notify inSegment of any changes Client Credit Card information as contained in the signed Insertion Order.

 Timing; All Fees shall be automatically collected by inSegment to Client Credit Card pursuant to the terms of the Insertion Order including Startup Fees and Monthly Fees.

Any payment not received from Client authorized Credit Card may result in all Service stoppage and/or interruption. 

Late Payment Penalties; Any Fees not paid by Client by due date shall be subject to a late fee of 1.5% per month  Client shall be liable for any costs incurred by inSegment, including attorney’s fees, collection fees, court costs in collection of outstanding sums owed it by Client.

 7. TERM, TERMINATION AND SURVIVAL

This Agreement shall commence on the date of acceptance by Client as indicated above and shall continue in full force and effect to any existing Insertion Order(s) unless terminated, as defined below;

a)      inSegment may terminate this Agreement and any outstanding Insertion Order at any time without notice to Client.

b)      Client may terminate this Agreement upon ninety (90) written notice to inSegment unless for cause as defined below.  Such termination shall not incur any additional fees or costs except those due and effective at time of such termination as stated in current Insertion Order(s).

c)       Client may terminate this Agreement For Cause including material breach of its obligations pursuant to any outstanding Insertion Order, upon a thirty (30) notice period to inSegment, provided however, inSegment shall have a thirty (30) day period to cure such material breach or cause, which shall deem this Agreement not terminated.

d)      inSegment reserves the right to Pause any Services as may be active with any outstanding Insertion Order for reasons such as non-payment of Fees by Client, breach of any term of this Agreement or corresponding Insertion Order, or for technical reasons.

e)      Client’s sole remedy upon Termination for Cause shall be such termination period’s Monthly Fees as due pursuant to any outstanding Insertion Order except those fees spent with third-parties with respect to certain Services as identified in the Insertion Order.

f)       Certain Client content, pursuant to the Services, posted online through third-parties may continue to exist on the internet after termination of this Agreement.  Furthermore all terms in this Agreement including Indemnifications, Confidentiality, Limitation of Liabilities, and Client Representations and Warranties shall survive the termination of this Agreement.

g)      Client’s Fee obligations under this Agreement and any existing Insertion Order at time of termination shall continue to be owed and due as of the date of termination of this Agreement.

8. CLIENT REPRESENTATIONS AND WARRANTIES

Client is solely responsible for any and all Client content and any liability arising out of such content or use of such content by third-parties including any links, banners, ads, social media content and any other related content as used with respect to the Services and this Agreement and related Insertion Order(s). 

Client represents and warrants that (i) it and its signatory are fully authorized by all necessary corporate action to enter into the Agreement, (ii) that by entering into the Agreement it does and will not violate any third-party agreements; (iii) that it is in good corporate standing, and is in compliance with all applicable laws and regulations.

Client agrees to indemnify, defend and hold harmless inSegment, its affiliates, and its officers, shareholders, directors, agents and employees, against and from any and all claims, suits, actions, demands and proceedings and any and all damages (including, if applicable, fees not charged in consideration of performance fees), losses, costs, expenses, charges, penalties and liabilities (including but not limited to reasonable attorneys’ fees and costs), threatened or actually incurred, related to and/or arising from alleged or actual breach by Client of any of its warranties, representations, duties, liabilities and/or obligations set forth in the Agreement; from infringement or otherwise related to the intellectual property, privacy policies, publicity, proprietary information and related materials provided to inSegment by Client; and from any other claim related to Client’s business operations including violation of third-party rights in use of certain Keywords, use of Client’s goods or services as advertised or promoted, any violations or alleged violations of local, state or federal law as they relate to privacy, any alleged HIPPA violations, any willful, intentional or negligent act, misrepresentation or omission by Client.

 

9. AGENCY / THIRD-PARTY AUTHORIZATION

If Client is acting on behalf of a third-party with relation to purchase of any Service under this Agreement and Insertion Order, it hereby represents and warrants it has the authority to do so as Agent for such third-party.  Client attests it has made such third-party aware of such Agency relationship as it may pertain to this Agreement, Services offered and any Insertion Orders and be jointly and severably liable for all liabilities contained herein including Fees. 

10. CONFIDENTIALITY

Each party shall treat all non-public information, including trade secrets, processes, know how, marketing plans or the like provided to it by the other as confidential, together with any other information that is marked or otherwise clearly identified as “confidential” and all other information that is reasonably expected to be treated as confidential and/or proprietary.  Confidential information shall not be disclosed by inSegment or Client without the prior written consent of the non-disclosing party. The information may also be disclosed where required by law through court order or otherwise.  The information may be disclosed to the parties’ professional advisors on a “need to know” basis. “Confidential” information excludes information that at the time of disclosure was part of the public domain, known or independently developed by the disclosing party, or obtained from third parties (in each case other than as a result of a breach of these confidentiality obligations), as well as information required to be disclosed pursuant to applicable law. The obligations contained in this Section 2 shall survive the expiration or earlier termination of the Agreement and will continue in full force and effect for a period of two (2) years from the date that Services were last rendered by inSegment to Client.

11. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INSEGMENT BE LIABLE TO CLIENT, ITS ENTITIES OR AFFILIATES OR ANY OTHER PERSON FOR ANY INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, FOR LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF INSEGMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE MAXIMUM, AGGREGATE LIABILITY OF INSEGMENT UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY INSEGMENT UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE DIRECT DAMAGES ACTUALLY INCURRED BY CLIENT UP TO THE AMOUNT PAID BY CLIENT TO INSEGMENT UNDER THIS AGREEMENT FOR THE APPLICABLE PRODUCTS AND/OR SERVICES DURING THE PERIOD OF THREE MONTHS IMMEDIATELY BEFORE NOTIFICATION OF THE CLAIM (AND IF NO AMOUNT HAS BEEN PAID OR IS TO BE PAID TO INSEGMENT, THEN THE LIMIT SHALL BE ONE HUNDRED DOLLARS ($100).

12. GENERAL TERMS & CONDITIONS

a)      Severability.  If any provision of the Agreement, including these Terms of Service, is held invalid, illegal or unenforceable in any respect, the Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 

b)      Entire Agreement. The Agreement, including these Terms of Service, embodies the entire agreement between the parties hereto and there are no agreements, representations or warranties other than those set forth herein. 

c)       No Waiver.  No waiver of the performance or breach of, or default under, any condition or obligation in the Agreement will be deemed to be a waiver of any other performance, or breach or any other condition or obligation of the Agreement.  No party will be responsible for, or be in breach of, the Agreement if it is unable to perform as a result of a force majeure event.  The Agreement may be executed by facsimile in one or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

d)      Publicity.  Client acknowledges and agrees that during and after the term of this Agreement, inSegment shall have the right to use Client’s name, logo, URL, Web site screen captures, and description in Company’s marketing, publicity, and promotional activities and materials, including, but not limited to, press releases, marketing collateral, and in advertisements, without further consent or approval of Client. The parties understand and agree, however, that nothing in this Agreement shall obligate inSegment to actually use Client’s name, statements or testimonials in connection with inSegment’s marketing.

e)      Acknowledgement and Credits Clause. The finished assembled work of Web pages produced by inSegment shall be acknowledged on such website and related website pages as “Created by inSegment” whereby inSegment shall be represented by official inSegment logo as registered and displayed on www.insegment.com and be a link to the inSegment.com website.  inSegment reserves the right to display attribution links such as inSegment.com throughout the Client’s website and its pages through the footer locations, which may not be removed without inSegment’s prior written consent.

f)       Assignment. The Agreement may not be assigned by either party without the prior written consent of the other party hereto, which consent will not be unreasonably withheld.  The Agreement will be binding upon, enforceable by and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be modified or amended except by a writing signed by each of the parties. 

g)      Third-Party Beneficiaries.  The Agreement shall inure to the benefit of the parties specifically listed herein and their affiliated entities. 

h)      Disclaimer.  inSegment will not be held liable for any and all damages resulting from the use of its products and/or services for anything beyond the original specified use.  Furthermore, inSegment shall not be held liable for any loss or consequential loss of data, and/or non-delivery of products and/or services when supplied or edited via a third party on behalf of Client including but not limited to Client maintained systems and services, hosting companies, marketing agencies or technical support.  Client further agrees to hold inSegment liable for any such loss or damage.  Any claim against inSegment shall be limited as stated herein Warranty Clause.

i)        Governing Law.  The Agreement is governed by, and shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflict of laws principles thereof.

j)        Notices.  Any communication, notice, statement or demand required to be served on any of the parties under the Agreement shall be in writing and sent either by registered mail to the respective addresses of the parties as set forth above, or at such other addresses as either party notifies the other of in writing.

Date Last Modified: May 9, 2013

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