Master Services Agreement

UPDATED: DECEMBER 16, 2025

THE ENTITY (“Client“) EXECUTING ANY STATEMENT OF WORK, INSERTION ORDER, AUTHORIZATION TO BUY, ORDER FORM, OR OTHER SIMILAR DOCUMENT (each a “Statement of Work“) THAT INCORPORATES THIS MASTER SERVICES AGREEMENT (“MSA“) (COLLECTIVELY THE STATEMENT OF WORK AND THE MSA AND ALL ATTACHMENTS, ADDENDA, AND INCORPORATED DOCUMENTS THERETO, “Agreement“) AGREES THAT THESE TERMS AND CONDITIONS GOVERN THE PROVISION OF THE SERVICES PROVIDED TO CLIENT BY GO LOCAL, LLC (“GLI“). THE AGREEMENT IS EFFECTIVE AS OF THE DATE CLIENT EXECUTES THE STATEMENT OF WORK (“Effective Date“). A PHYSICAL COPY OF THIS MSA IS AVAILABLE UPON REQUEST. GLI AND CLIENT EACH MAY BE REFERRED TO AS, A “Party,” OR COLLECTIVELY, THE “Parties.”

GLI and Client agree as follows:

1. Services; Scope of Agreement.
   1. For the purposes of this Agreement, “Affiliate” shall mean any entity related to Client or GLI, respectively, through common ownership or control.
   2. GLI shall perform for Client certain services (the “Services“), which shall be agreed to by the Parties and designated in various Statement(s) of Work. Each Statement of Work shall be signed by both Parties and contain the following provision:

      “This Statement of Work is incorporated into, and made a part of GLI’s Master Services Agreement (the “MSA“) as found at golocalinteractive.com/msa. The MSA governs the relationship of the Parties and all terms and conditions provided in the MSA shall apply to this Statement of Work. A physical copy of the MSA is available upon request.”

   3. In the event the Services include any media strategy, planning, buying, placement, programmatic ad placement, digital advertising, ad trafficking, performance analytics, optimization, campaign management, SEO optimization and other media services provided hereunder and described in an applicable Statement of Work (“Media Services“), the Parties hereby acknowledge and agree that:
      1. Client hereby authorizes GLI to perform Media Services on Client’s behalf as an agent of Client, which includes, without limitation: (a) the negotiation, purchase, and placement of media inventory and advertising space, whether directly or through third-party platforms, that have been approved by Client in an Authorization to Buy (“ATB“) or other hard-cost document; (b) entering into third-party agreements for Media Services that have been approved by Client in writing; and (c) other Media Services as agreed upon by the Parties in writing. Any such actions by GLI shall be deemed authorized by Client and within the scope of the Media Services contemplated by the applicable Statement of Work.
      2. All paid media spend must be authorized through an ATB, or other written documentation approved by Client prior to purchase. The ATB shall set forth the total authorized spend, campaign flight dates, and any applicable terms and conditions, including but not limited to sequential liability provisions. GLI shall rely on the executed ATB as authorization to commit Client funds to media platforms and suppliers.
      3. Client acknowledges that certain media platforms (e.g., Google Ads, Meta, Microsoft Ads) permit fluctuations in daily spend (up to five times (5x) the daily budget or as otherwise defined in the platform’s governing terms) to optimize campaign delivery. Accordingly, immaterial overages that occur within such platform-permitted limits shall be expressly permitted and shall not be deemed a breach of any provision of this Agreement by GLI nor subject to refund, provided that aggregate monthly or campaign-level spend remains within five percent (5%) of the authorized ATB amount, unless otherwise agreed in writing.
      4. Client may request budget increases or decreases during the Media Services campaign period as set forth in the Statement of Work. To ensure accurate implementation and billing alignment:
         1. All budget change requests must be submitted in writing and require at least seventy-two (72) business hours’ notice prior to execution;
         2. Implementation of any budget change shall require a revised or supplemental ATB (or equivalent written approval) executed by both Parties prior to activation; and
         3. Frequent or out-of-cycle budget changes may result in additional management effort outside of standard Media Services and may be billed as incremental fees upon prior written notice to Client.
   4. GLI shall have no responsibility or liability for delivery or content of Client advertisements, and for purposes of this Agreement, all Client advertisements shall be served by Client. Client agrees to allow GLI to add tracking codes to each advertisement and add any necessary technology for such tracking codes. Unless otherwise agreed upon, a third-party tracking cookie may be used for anonymous traffic analysis. The cookie information does not include personal data, such as name, age, phone number, e-mail address or mailing address. In addition, the tracking software does not link cookies to personal data such as name, age, phone number, e-mail address and mailing address. Client agrees to update Client’s privacy policy to comply with the use of the tracking software.
   5. This Agreement is made as of the Effective Date; however, the terms set forth in this Agreement shall apply to all Services and deliverables provided to Client by GLI from the date of first contact between the Parties, even if that contact preceded the Effective Date.
2. Fees and Expenses.
   1. As compensation for the Services, Client shall pay GLI those fees agreed to by the Parties and designated in a Statement of Work (the “Fees“). The Parties agree that with any requested reduction in the Services to be provided by GLI (either under any Statement of Work, purchase order, or other agreed upon out-of-scope project) that equates to ten percent (10%) or more of a reduction in the compensation for a specified line of Service, as set forth in a Statement of Work (e.g., Fees for non-media services, any fees/compensation for media services) reduction in the Fees for said Services, Client is required to provide GLI ninety (90) days’ prior written notice of such requested reduction, during which time the Parties shall renegotiate the Fees and scope, which shall be set forth in an amended Statement of Work and effective after the 90-day notice period and upon the full execution by authorized representatives of the Parties. Client agrees to pay the original Fees without reduction through the end of the 90-day notice period, or until the effective date of an Amended Statement of Work setting forth the renegotiated Fees, whichever date is later.
   2. In the event the Parties are engaging in negotiations for a new Statement of Work, but Client has requested GLI to continue to provide the same level of Services during the period of such negotiations, Client will continue to pay the same monthly Fees in effect during the preceding twelve (12) months (or preceding Statement of Work) until the new Statement of Work is effective upon the full execution by authorized representatives of the Parties. Both Parties agree to reconcile any new Fees within sixty (60) days of the new signed Statement of Work.
   3. Client shall reimburse GLI for all reasonable out-of-pocket expenses pursuant to the provisions of Exhibit A attached hereto and incorporated herein so long as such expenses are pre-approved in advance by Client in writing.
   4. Unless otherwise provided for herein or in another exhibit, all payments hereunder shall be made in accordance with and subject to the invoicing and payment policies set forth on Exhibit B attached hereto and incorporated herein.
3. Modification of Exhibits.
   Any of the exhibits attached hereto may be modified from time to time by GLI and any modification will be reflected by a new exhibit presented at the web page set forth above.
4. Notices.
   Any notices given hereunder shall be sent by certified mail, return receipt requested, to the Parties at the address indicated in the Statement of Work. Any such notice shall be deemed to have been given on the date it is actually received.
5. Representations, Warranties and Covenants.
   1. Each Party to this Agreement represents and warrants to the other Party as follows:
      1. The execution, delivery and performance of this Agreement will not constitute a breach of or default under, or conflict with, any contract, agreement, commitment or understanding to which a Party is bound.
      2. Its product, service or performance in connection with this Agreement will not violate the rights of a third party; constitute libel, slander, defamation, invasion of privacy or unfair competition; or constitute infringement of copyright or title.
      3. It has or shall obtain all licenses, agreements, permits, waivers, releases, registrations, approvals and/or authorizations required in connection with this Agreement and that such licenses, agreements, permits, waivers, releases, registrations, approvals and/or authorizations will be valid and sufficient for the performance of its obligations hereunder.
      4. It shall comply with all applicable laws, rules and regulations regarding its business and its performance under this Agreement.
      5. It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by each Party has been duly and validly authorized and approved.
      6. The persons signing this Agreement have full corporate power and authority to do so on behalf of the Party for which he/she is signing.
   2. Additionally, Client represents and agrees as follows:
      1. Warranty of Title. Client has the right, title and interest in, the materials, information, data and content it provides GLI to use in performance of the Services (the “Client Assets“). Client shall be responsible for the accuracy, completeness and propriety of Client Assets concerning its organization, products, services or industry, including any information, disclosures or requirements that are imposed upon Client as a result of its business activities by any governmental, regulatory or oversight body, tribunal or proceeding, whether within the United States or in any other jurisdiction. Upon GLI’s request, Client shall review all materials prepared by GLI under this Agreement to confirm that descriptions and representations, direct or implied, with respect to Client and Client’s organization, products, services, industry and competitors are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines. Client shall have substantiation for all claims regarding Client’s products, services and advertisements and Client shall furnish GLI with adequate substantiation for all such descriptions or representations as GLI may reasonably request.
      2. Content Restrictions. No information or data provided by Client for use by GLI in performance of its obligations hereunder, or otherwise disseminated by Client in connection with this Agreement (including via any Client website) shall be in violation of any law. Client further represents and warrants that any advertising materials provided, produced, or approved by Client hereunder, any Client content or Client websites or webpages that such advertising materials link to, (a) do not violate any law, regulation or ordinance; (b) do not infringe in any manner any copyright, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or have not otherwise resulted in any consumer fraud, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) will not contain material or information constituting libel, slander or defamation, or that is threatening or otherwise invades or violates the rights of any third party; or (e) are not false or misleading.
      3. Client Access to Third Party Platforms. GLI may contract with third party vendors which provide a platform or dashboard to view Client content, information and/or metrics (a “Platform“). In the event Client requests direct access to view a Platform, Client agrees to comply with all obligations, rules and restrictions of such third-party vendor when Client is using a Platform. Client shall be solely responsible for, and shall indemnify GLI against, any and all liability resulting from Client’s use of a Platform.
   3. Except as set forth in this Agreement or a signed Statement of Work, GLI expressly disclaims all other warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose.
6. Indemnification by GLI and Limit of Liability.
   1. Indemnification.
      1. Subject to the limitations set forth below, GLI will protect, defend, indemnify and hold Client harmless from and against any loss or expense (including attorneys’ fees and other costs of litigation, including expert witness fees) arising out of any claim, suit or proceeding instituted or threatened by a third party resulting from GLI’s breach of this Agreement, or arising out of GLI’s gross negligence. GLI shall not be liable to Client for any punitive, special, consequential or indirect damages, or for lost profits, even if GLI has been advised of the possibility of same.
      2. With respect to GLI’s performance of the Services, GLI’s total liability for damages, costs and expenses for its performance of such services shall be limited to the amount of fees paid by Client and received by GLI under the Statement of Work giving rise to the claim (specifically excluding any expenses, including advertising expenses).
      3. If, as part of the services to be rendered, GLI has access to Client’s network and databases, GLI agrees to use due care in handling the data and media, however, GLI’s total liability for inadvertent loss of data or damage to media that may give rise to loss or damage shall be limited to the insurance limit for claims made under this provision.
   2. Limitation of Liability.
      1. In no event shall GLI be liable to Client or to any third party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not GLI has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
      2. In no event shall GLI’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid to GLI in the twelve (12) month period preceding the event giving rise to the claim.
   3. Disclaimers.
      1. GLI shall not be liable for the acts, negligence, or defalcations of third Parties, including, but not limited to, bloggers, influencers, third-party vendors, hosting companies, Internet service providers, direct mail printers, email delivery companies, programmers, software sellers, installers, consultants, or others regardless of whether such Parties are engaged, suggested or hired by GLI, unless GLI is negligent in engaging or hiring such Parties (and GLI’s liability for such negligence shall be limited to the insurance limit for claims made under this provision).
      2. Irrespective of anything in this Agreement to the contrary, with respect to any patent claims, GLI shall have no liability for patent claims unless GLI has actual knowledge of a potential patent claim and fails to disclose such actual knowledge to Client prior to the delivery of any services which become subject to a patent claim. GLI shall have no duty or obligation to conduct any patent searches and legal analysis of the results of any such search unless Client agrees to pay for such costs.
      3. Irrespective of anything in this Agreement to the contrary, and unless otherwise specifically stated upon delivery to Client, GLI makes no representation, warranty or assurance that any work product, materials or Services to be performed or delivered by GLI can be used anywhere other than in North America (including Hawaii), and Client assumes all risk of use outside such geographic area.
7. Indemnification by Client.
   Client will protect, defend, indemnify and hold GLI harmless from and against any loss, cost or expense (including reasonable attorneys’ fees and other costs of litigation, including expert witness fees) arising out of any claim, suit, or other proceeding instituted or threatened by a third party resulting from or arising out of (a) the use by GLI of Client Assets; (b) any issues of product liability or otherwise concerning the nature, use or performance of the products and services being offered by Client; (c) idea misappropriation for ideas presented by third Parties to Client; (d) the Client having directed GLI to take or to refrain from taking certain actions; (e) use by Client of materials supplied by GLI in a manner inconsistent with agreements with third Parties; (f) any matters for which Client elected to assume the risk of a claim, including, but not limited to, any risk accepted by Client in writing regarding any deliverables provided by GLI as part of the Services performed hereunder; (g) GLI’s obligations to third-party vendors, which may arise out of Client’s use of materials produced by GLI in connection with this Agreement outside the scope of any release obtained when producing such material; (h) allegations arising out of Client’s products or services or products and services advertised by Client including, but not limited to, claims that the products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); and/or (i) search words and phrases used in connection with Client’s products and/or services or otherwise on behalf of Client. Client shall not be liable to GLI for any punitive, special, consequential or indirect damages, or for lost profits, even if Client has been advised of the possibility of same.
8. Insurance.
   Without limiting any other obligation or liability of GLI under this Agreement, GLI shall obtain and maintain at its own expense from a licensed and admitted insurance carrier with a rating not less than A-IX from Best, a general commercial liability insurance policy that will provide coverage of one million dollars ($1,000,000) for personal injuries arising out of each occurrence and one million dollars ($1,000,000) for property damage arising out of each occurrence. Without limiting any obligation or liability of GLI under this Agreement, GLI shall obtain and maintain at its own expense from a licensed and admitted insurance carrier with a rating not less than A-IX from Best, a commercial errors and omission insurance policy that will provide coverage of five million dollars ($5,000,000) for each claim and five million dollars ($5,000,000) for cyber liability for each claim. Additionally, GLI agrees to obtain and maintain Workers Compensation and Employers Liability Insurance with statutory limits for Workers Compensation as applicable in any state in which GLI is required to carry such insurance, and Employers Liability Limits of not less than one million dollars ($1,000,000). GLI agrees to submit at Client’s request a Certificate(s) of Insurance from its insurance carrier(s).
9. Use of Marks.
   Client grants to GLI a non-exclusive, revocable, non-transferable, royalty free, limited license to reproduce, use, copy, distribute and display Client’s Marks (as defined below) during the Term of this Agreement. Except as expressly provided in this Agreement, no right, property, license, permission or interest of any kind in, or the use of any trademark, trade name, color combination, insignia, logo, or device (the “Marks“) owned or used by Client is or is intended to be given or transferred to or acquired by GLI by the execution, performance or nonperformance of this Agreement or any Party thereof. Except as expressly provided in this Agreement, GLI’s use of the Client’s Marks shall be for the sole purpose of this Agreement and the right to use the Client’s Marks shall terminate upon the termination of this Agreement. All uses of Client’s Marks and any benefit or goodwill related thereto, shall inure solely to Client. Client shall have approval rights over GLI’s use, display, distribution or publication of Client’s Marks, and GLI may not use Client’s Marks in any manner whatsoever without first obtaining the prior written approval of Client, except that GLI may use any advertising materials produced by GLI hereunder and accurately reference GLI’s work for Client for GLI’s creative reel or portfolio, case studies, new business submissions, award show submissions, and for industry trade press, criticism and commentary purposes whether in digital form or any other form now known or hereafter developed. Each Party represents and warrants to the other that it has the right and power to carry out the intention and obligations of this paragraph.
10. Ownership; Work Product.
    1. GLI retains full ownership of all its intellectual property and confidential information, including, but not limited to, proprietary software, data models, algorithms, transformation methodologies, and other enhancements developed to optimize marketing campaign performance in the course of performance of the Services (collectively, the “GLI Technology“). Client is granted a limited, non-exclusive, non-transferable license to access and use the GLI Technology strictly for campaign execution and performance improvement. However, subject to Client making full payment of amounts due, in the event of termination or expiration of this Agreement, Client shall have ownership of and access to the raw marketing data as-is and as available in the data warehouse where it was collected on its behalf by GLI during the Term of this Agreement, up to 18 months prior to the termination or expiration date of this Agreement (collectively, the “Raw Data“). Upon Client’s written request, GLI shall provide Client access to the Raw Data and, if requested, permanently delete it from GLI’s systems, except where retention is required by law or regulatory obligations. Client acknowledges that this access and ownership extend only to the Raw Data and does not include any transformed data, derived insights, or proprietary methodologies developed by GLI. Client agrees not to copy, reverse-engineer, decompile, or attempt to recreate any part of GLI’s Technology, nor to develop a competing solution using insights gained from the proprietary methodologies. Any breach of this clause will constitute a material breach of this Statement of Work. The Parties will cooperate with each other and execute such other documents as may be reasonably deemed necessary to achieve the objectives of this Section. In no event shall GLI be precluded from developing for itself, or for others, materials which are competitive with the Developments, irrespective of their similarity thereto. In addition, GLI shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques within the scope of its consulting practice that are used in the course of providing the Services. Upon full payment of all Fees and reimbursement for expenses as herein provided (except reasonably disputed Fees and reimbursements), any copyrightable idea, plan, advertising material or special material created by GLI and presented to and used by Client shall become the property of Client, subject to talent and usage restrictions negotiated in the production of such property. Any ideas, plans or materials created by GLI and not presented to and used by Client shall remain the property of GLI, provided such does not contain any proprietary or Confidential Information of Client.
    2. Excluding the GLI Technology, any computer program, code, computer materials or other computer work product developed by GLI in the course of performance under a Statement of Work (collectively, the “Developments“) shall be owned by GLI, provided such work does not contain any proprietary or confidential information of Client. However, upon full payment of the fee compensation and other reimbursements as defined herein related to the Developments, Go Local Interactive grants to Client a perpetual, non-exclusive, fully paid-up and non-cancelable right and license to use, copy, modify and prepare derivative works thereof. Client’s rights in the Developments shall be for purposes of Client’s internal business only. The Parties will cooperate with each other and execute such other documents as may be reasonably deemed necessary to achieve the objectives of this Section 11. Each Party hereto shall retain right, title and interest in any of the materials and other information owned by that Party and supplied to the other Party for the purposes hereunder or used in connection with the terms of this Agreement. Each Party hereto shall retain right, title and interest in any of the materials and other information owned by that Party and supplied to the other Party for the purposes hereunder or used in connection with the terms of this Agreement.
    3. Client hereby grants to GLI an exclusive, perpetual, royalty-free license and all necessary related rights or consents to use and disclose data provided by Client hereunder or otherwise derived from Client provided data in the performance of the Services to the extent it does not contain Client Confidential Information for any purpose including, but not limited to, the following purposes: (i) for general reporting purposes, including the compilation of aggregate statistics, such as the total number of ads delivered, that may be provided to existing and potential customers and other third parties; (ii) for scheduling and optimization of delivery of creative content across all campaigns, including websites, networks, and any other advertising inventory, that GLI reaches, and (iii) if required by court order, law or governmental GLI. In no event shall GLI be precluded from developing for itself, or for others, materials which are competitive with the Developments, irrespective of their similarity thereto. In addition, GLI shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques within the scope of its consulting practice that are used in the course of providing the Services.
    4. Unless otherwise agreed by Client and GLI, GLI shall be responsible for the performance of preliminary trademark searches with respect to potential trademarks created by GLI to be incorporated in materials produced by GLI on Client’s behalf, and GLI will bring to Client’s attention any trademark concerns that carry an elevated degree of legal risk. Client agrees that Client will be responsible for conducting any additional searches that Client deems appropriate, including full trademark searches and any other searches Client deems necessary, with respect to such potential trademarks. Client shall make the final decision to use or proceed with any trademark based on Client’s independent investigation of the potential trademark and Client’s evaluation of the results of such independent investigation. Client also will be responsible for deciding whether to file for, and actually filing for, any registrations with respect to such trademark. Client agrees that GLI is not providing legal advice, or any legal opinions and GLI is not liable for Client’s decision to use or proceed with any trademark based upon any preliminary searches prepared by GLI.
11. Data Protection Policy and Data Processing.
    In accordance with data privacy laws, Client acts as a business or data controller, as applicable, and GLI acts as a service provider or a data processor, as applicable, with respect to personal information provided by or on behalf of the Client to GLI. The Parties agree to the following minimum data protection measures:
    1. Data Security. GLI shall maintain appropriate technical and organizational measures designed to protect the security (including against unauthorized or unlawful processing of, and against accidental or unlawful destruction, loss or alteration, unauthorized disclosure of, or access to data), confidentiality, and integrity of Client proprietary information.
    2. Email lists. Client shall be responsible for gathering and providing all email addresses to be used in a scope of work, and shall have given the necessary notices and obtained the necessary consents from the applicable data subjects associated with such email addresses as required under applicable data protection laws. Client certifies that all such email addresses (i) can be used and shared for this campaign in compliance with all applicable laws, and in compliance with all consumer disclosures, such as privacy policies, made by Client or its affiliates, if any, (ii) have not opted out of commercial email messages from Client or its affiliates, if any, and (iii) have not requested that Client or its affiliates, if any, not sell their information pursuant to the CCPA (defined below).
    3. CAN-SPAM. For purposes of the CAN-SPAM Act and other applicable email marketing laws, the Parties agree that Client (i) shall be the ‘sender’ of the email messages; (ii) shall provide a mechanism for, and honor all, opt-out requests, and (iii) to the extent required by applicable law, has obtained consent from the individual to send emails of this nature.
    4. CCPA. GLI and Client will comply with the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq., together with any amending or replacement legislation (“CCPA“). Client agrees that it is a Business (as defined under the CCPA). GLI certifies and understands that (i) it is a Service Provider (as defined under the CCPA) with respect to all personal information provided by or on behalf of Client to GLI, (ii) it shall not sell such personal information, and (iii) it shall not retain, use, or disclose such personal information for any purpose other than for the specific purpose of performing the Services specified in the agreement or outside of the direct business relationship between Client and GLI. GLI hereby certifies that it understands the foregoing restrictions and that it shall comply with such restrictions.
    5. Third Parties. Third Parties may include commonly engaged vendors and service providers over whom GLI exercises little control (such as Google, Amazon or Facebook) (“Commonly Engaged Vendors“). Notwithstanding anything to the contrary herein, GLI’s sole obligation with respect to Commonly Engaged Vendors shall be to make commercially reasonable efforts to ensure that they perform their obligations and have industry standard policies, but in no event shall GLI be liable for the acts or omissions of such Commonly Engaged Vendors.
    6. Subprocessors. Client authorizes GLI to use subcontractors to process personal data in connection with the provision of Services to Client (“Subprocessor“). GLI may continue to use those Subprocessors already engaged by GLI as of the Effective Date, and GLI will provide Client with a current list of Subprocessors upon written request from Client. GLI shall give Client written notice of the appointment of any new Subprocessor, including details of the processing to be undertaken by the Subprocessor. With the exception of Commonly Engaged Vendors, if, within thirty (30) business days of receipt of that notice, Client (acting reasonably and in good faith) notifies GLI in writing of any objections to the appointment, GLI shall cease disclosing any personal data to the proposed Subprocessor until reasonable steps have been taken to address the objections raised by Client, and Client has been provided with notice thereof. If GLI determines it cannot accommodate such objection, GLI may terminate the portion of any Agreement that cannot be delivered, upon notice to Client without liability. GLI will impose data protection obligations upon any Subprocessor that are no less protective than those included in this Data Protection Policy.
    7. Privacy Policies. Client shall ensure that all of its digital properties have a privacy policy that fully and accurately describes its data collection and usage practices, and otherwise complies with all applicable laws. Client shall be responsible for compliance with its written privacy policies.
    8. Artificial Intelligence. Client acknowledges that aspects of the Services may be performed, generated, or supported using artificial intelligence systems, including tools for data analysis, content generation, image production, or customer interaction. Client understands that AI-generated content or outputs may be subject to error, bias, or limitations and are provided ‘as is’ without warranties.
12. Term and Termination.
    1. Term. The Term of this MSA begins on the Effective Date and shall terminate when all Statement(s) of Work between GLI and Client have expired or been terminated.
    2. Termination.
       1. Neither Party may terminate the MSA while any Statement of Work remains active. Either Party may terminate any Statement of Work at any time and without cause with ninety (90) days’ advance written notice to the other Party, provided that, Client may not exercise such right for termination during the first one hundred eighty (180) days following the Effective Date of the initial Statement of Work between the Parties. Termination in this manner shall not affect any other Statements of Work then in effect, and Client agrees to pay all Fees and expenses incurred by GLI during the notice period without reduction. GLI may terminate the MSA and any ongoing Statement of Work immediately for non-payment of Fees or reimbursements as provided in the attached Exhibit B that have not been disputed reasonably by Client. Upon termination of the MSA and any corresponding Statement of Work, Client agrees to and hereby gives its further assurances that it will execute any further or necessary documents in order to effectively transfer rights in the relevant work product placed by GLI. GLI will have no obligation to transfer any assets or deliverables that have not been paid for in full by Client.
       2. Upon termination of any Statements of Work for any reason, Client shall pay GLI for all completed Services, work in progress, and pending reimbursements. Upon full payment of all amounts due GLI under all outstanding Statements of Work, as contemplated in the preceding sentence, GLI shall immediately provide Client with all reasonable assistance, passwords, instructions and/or information that will allow Client to successfully access and utilize GLI’s various pay-per-click accounts on an ongoing basis, and GLI shall take such other steps as may be necessary to give Client sole control of such accounts on an ongoing basis post-termination.
13. Exclusivity.
    Client agrees that GLI shall be the sole and exclusive provider of the Services described in the applicable Statement(s) of Work during the Term of this Agreement. Further, Client agrees not to enter into any contract or arrangement with any other person or entity to provide any similar services to or on behalf of Client during the Term of this Agreement.
14. No Assignment; Agreement Binding; Severability; Survival.
    Neither Party may grant, assign, sublicense, or otherwise convey to a third party any or all of its rights and/or obligations under this Agreement or any portion hereof without the prior written consent and approval of the other Party which consent and approval will not be unreasonably withheld; provided, however, either Party may assign this Agreement without consent in the event of any merger or consolidation or sale of substantially all the assets of a Party where the successor entity agrees to fulfill all obligations of the assigning Party under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their heirs, successors and permitted assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severed from this Agreement. The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. Those provisions which by their nature are intended to survive the expiration, cancellation or termination of this Agreement, including, by way of example only, the representations and warranties, indemnification, ownership, and confidentiality provisions, shall survive the expiration, cancellation or termination of this Agreement.
15. Enforcement.
    If any action at law or in equity shall be brought to construe or enforce this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorney’s fees and other costs and expenses of litigation.
16. Captions and Titles.
    All paragraph or section titles contained in this Agreement are for convenience only and shall not be deemed a part of this Agreement.
17. Confidential Information.
    If the Parties have previously executed a non-disclosure or other agreement covering the protection of confidential information, such agreement shall govern the disclosure of confidential information by either Party under this Agreement, and such confidentiality agreement is hereby incorporated as part of this Agreement. If no such confidentiality agreement exists, then during and subsequent to the Term of this Agreement, each Party, its agents and employees shall not make any unauthorized use or disclosure of any knowledge or information provided by a Party, whether of a technical, business, financial, client or any other nature, disclosed in any manner, whether verbally, electronically, visually or in a written or other tangible form, to the other Party that is either identified or designated as confidential or proprietary or which should be reasonably understood to be confidential or proprietary in nature, which shall include without limitation, trade secrets and intellectual property (“Confidential Information“), and shall refrain from any acts or omissions that would reduce the value of such the respective Party’s Confidential Information to the other Party or that would deprive or tend to deprive the other Party of trade secret or other intellectual property protection with respect to such Confidential Information.
18. Entire Agreement; Modification; Waiver.
    This Agreement contains the entire agreement between the Parties hereto with respect to the subject matter hereof, and it supersedes any and all prior agreements, arrangements or understandings, either oral or written, between them concerning the subject matter hereof. Any Statement of Work may not be amended or modified except by a written agreement signed by the Parties. This MSA may be modified from time to time by GLI, as reflected in changes provided at the web page listed above. No delay of or omission in the exercise of any right, power or remedy accruing to any Party under this Agreement shall impair any such right, power or remedy.
19. Governing Law; Venue.
    This Agreement shall be governed by and construed under the laws of the State of Kansas without giving effect to principles of conflicts of laws thereof. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of the State of Kansas sitting in Johnson County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of the State of Kansas sitting in Johnson County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
20. Relationship of the Parties.
    The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by GLI shall be under its own control, Client being interested only in the results thereof. GLI shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Client’s final approval and shall be subject to the Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
21. Waiver of Jury Trial.
    To the fullest extent permitted by law, each Party hereby irrevocably waives all rights to a trial by jury in any legal action to enforce or interpret the provisions of this Agreement.
22. Counterparts.
    This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic transmission (including but not limited to email of pdf documents) shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by electronic transmission (including but not limited to email of .pdf documents) shall be deemed to be their original signatures for all purposes.