Terms & Conditions

Effective Date: January 1st, 2022

Please review both sections:

WEBSITE TERMS / AGREEMENT

Site Covered: www.AutomateBusinessSolutions.com

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. BY SELECTING THE "I have read and agree to the website terms and conditions" CHECKBOX OR OTHERWISE USING OR ACCESSING THESE SERVICES (EACH AN "ACCEPTANCE" OF THIS AGREEMENT), YOU OR THE ENTITY IDENTIFIED BY YOU WHEN ACCEPTING THIS AGREEMENT (THE "CUSTOMER") ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND IT IS YOUR RESPONSIBILITY TO EXIT THIS AUTHORIZATION PROCESS WITHOUT USING THE SERVICES BY NOT PROCEEDING.

THE AGREEMENT: The use of this website and services on this website provided by Automate Business Solutions (hereinafter referred to as "Company") are subject to the following Terms & Conditions (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all pages on this website (hereinafter collectively referred to as "Website") and any services provided by or on this Website ("Services").

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: The Company, as the creator, operator, and publisher of the Website, makes the Website, and certain Services on it, available to users. Automate Business Solutions, ABS, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.

b) You, the User, the Client: You, as the user of the Website, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.

c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.

2) ASSENT & ACCEPTANCE

By using the Website, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the Website immediately. The Company only agrees to provide use of this Website and Services to You if You assent to this Agreement.

3) LICENSE TO USE WEBSITE

The Company may provide You with certain information as a result of Your use of the Website or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the Website or Services ("Company Materials"). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Website and Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the Website or Services or at the termination of this Agreement.

4) INTELLECTUAL PROPERTY

You agree that the Website and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

a) In order to make the Website and Services available to You, You hereby grant the Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of any content You publish, upload, or otherwise make available to the Website ("Your Content"). The Company claims no further proprietary rights in Your Content.

b) If You feel that any of Your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of Our users, please contact Us and let Us know.

5) USER OBLIGATIONS

As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

6) ACCEPTABLE USE

You agree not to use the Website or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.

a) You further agree not to use the Website or Services:

I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

II) To violate any intellectual property rights of the Company or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

7) AFFILIATE MARKETING & ADVERTISING

The Company, through the Website and Services, may engage in affiliate marketing whereby the Company receives a commission on or percentage of the sale of goods or services on or through the Website. The Company may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.

8) PRIVACY INFORMATION

Through Your Use of the Website and Services, You may provide Us with certain information. By using the Website or the Services, You authorize the Company to use Your information in the United States and any other country where We may operate.

a) Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use Our Website or Services, We may also receive information from external applications that You use to access Our Website, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.

b) How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our website, including through email communication. We may also track certain aspects of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.

c) How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 365. After that time, it will be deleted.

Our Privacy Policy notice is available here.

9) ASSUMPTION OF RISK

The Website and Services are provided for communication purposes only. You acknowledge and agree that any information posted on Our Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between You and the Company. You further agree that Your purchase of any of the products on the Website is at Your own risk. The Company does not assume responsibility or liability for any advice or other information given on the Website.

10) SALES

The Company may sell goods or services or allow third parties to sell goods or services on the Website. The Company undertakes to be as accurate as possible with all information regarding the goods and services, including product descriptions and images. However, the Company does not guarantee the accuracy or reliability of any product information, and You acknowledge and agree that You purchase such products at Your own risk.

11) SHIPPING/DELIVERY/RETURN POLICY

You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. When purchasing a physical good, You agree to provide Us with a valid email and shipping address, as well as valid billing information. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information that You provide to us. If We do so after payment has been processed, We will issue a refund to You in the amount of the purchase price. We also may request additional information from You prior to confirming a sale, and We reserve the right to place any additional restrictions on the sale of any of Our products. You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. For the sale of physical products, We may pre authorize Your credit or debit card at the time You place the order, or We may simply charge Your card upon shipment. You agree to monitor Your method of payment. Shipment costs and dates are subject to change from the costs and dates that You are quoted due to unforeseen circumstances. For any questions, concerns, or disputes, You agree to contact Us in a timely manner at the following: admin @AutomateBusinessSolutions.com

If You are unhappy with anything You have purchased on Our Website, You may do the following:

Customers can email us and request a return or request a return through https://AutomateBusinessSolutions.com/my-account/orders/.

12) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website or Services;

b) Violate the security of the Website or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

13) DATA LOSS

The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Website or Services is at Your own risk.

14) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Your use or misuse of the Website or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

15) SPAM POLICY

You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

16) THIRD-PARTY LINKS & CONTENT

The Company may occasionally post links to third party websites or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our Website.

17) MODIFICATION & VARIATION

The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Website after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.

c) In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.

18) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Website. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website.

19) SERVICE INTERRUPTIONS

The Company may need to interrupt Your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

20) TERM, TERMINATION & SUSPENSION

The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

21) NO WARRANTIES

You agree that Your use of the Website and Services is at Your sole and exclusive risk and that any Services provided by Us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Website or Services will meet Your needs or that the Website or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Website or Services is Your sole responsibility and that the Company is not liable for any such damage or loss.

22) LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to You as a result of Your use of the Website or Services, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind..

23) GENERAL PROVISIONS:

a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the Website or Services, You agree that the laws of the State of Georgia shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Fulton, Georgia. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Fulton. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Georgia. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

j) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: admin @AutomateBusinessSolutions.com

SERVICES & SOFTWARE AGREEMENT

SERVICES & SOFTWARE AGREEMENT

DUE TO GOVERNMENT PROCUREMENT REGULATIONS AND SIMILAR LAWS AND REGULATIONS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION, THIS AGREEMENT IS NOT INTENDED FOR USE BY NATIONAL, FEDERAL, STATE, PROVINCIAL OR LOCAL GOVERNMENTAL ENTITIES OR OTHER QUASI-GOVERNMENTAL ENTITIES SUCH AS AUTHORITIES, AGENCIES, COMMISSIONS, ETC., OR ANY OTHER ENTITY WHOSE USE OF THE SERVICES IS GOVERNED BY OR SUBJECT TO SUCH LAWS OR REGULATIONS. IF CUSTOMER IS SUCH AN ENTITY, THIS AGREEMENT AND THE LICENSE SHALL NOT APPLY. SUCH ENTITIES SHOULD CONTACT AUTOMATE BUSINESS SOLUTIONS FOR THE APPROPRIATE LICENSE.

ARTICLE 1-SCOPE OF SERVICES

1.1 Description of Service.

1.1.1 Access to Service. Automate Business Solutions (ABS) is the developer and owner of, or has rights to, certain web-based software and content to be provided to customers over the internet; such web-based software, its related content and any related documentation provided by ABS, and the means used to provide the web-based software to customers and the services described herein are collectively referred to as the “Service”. Subject to Customer’s payment of the applicable fees set forth in Article 3 and Customer's compliance with the terms of this Agreement, Customer, its subsidiaries and its and their employees (“Licensed Users”) shall have the right to access and use the Service during the term of the Agreement solely for Customer’s and its subsidiaries’ internal business purposes. ABS will issue to one Licensed User (“Customer Administrator”) an individual logon identifier and password (“Administrator Logon”) for purposes of administering the Service. If applicable, using the Administrator's Logon, the Customer Administrator shall assign each Licensed User a unique logon identifier and password and provide such information to the Licensed Users and ABS via the Service. Customer shall not permit any individual or entity that is not a Licensed User to use the Service. Customer shall be responsible to ensure, by agreement or otherwise, that each Licensed User will: (a) be responsible for the security and/or use of his or her logon identifier and password; (b) not disclose such logon identifier or password to any person or entity; (c) not permit any other person or entity to use his or her logon identifier or password; (d) use the Service only in accordance with the terms and conditions of this Agreement and on the web site from which the Service is accessed. ABS shall have the right, in its sole discretion, to deactivate, change and/or delete passwords of Licensed Users who have violated any such terms or conditions or are otherwise using or accessing the Service in a manner inconsistent with such terms and conditions and to deny or revoke access to the Service, in whole or in part, if ABS believes Customer and/or its Licensed Users are in breach of such and conditions. Customer shall also be responsible for any and all costs and expenses incurred through the use of each Licensed User's logon identifier and password and for any access or use of the Service by Customer or any person or entity using a password, whether or not such access or use has been authorized by Customer. Customer shall be solely responsible for ensuring that the access to the Service by a Licensed User who is no longer an employee of Customer or an affiliate of Customer is terminated. ABS shall have no responsibility for managing, monitoring, and/or overseeing Customers and its Licensed Users' use of the Service. Customer acknowledges that the Service may contain devices to monitor Customer’s compliance with the restrictions contained herein and Customer’s obligations hereunder.

1.1.2 Operating Environment. Customer is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment necessary to access and use the Service remotely via the Internet.

1.1.3 Changes to Service. ABS may upgrade, modify, change or enhance the Service and convert Customer to a new version thereof at any time in its sole discretion.

1.1.4 Help Desk. Between the hours of 9:00 a.m. and 5:00 p.m., Eastern Standard Time (excluding standard U.S. holidays), ABS shall make available to Customer by email or telephone a help desk that Customer may call to report any problems with the Service. The help desk email address is support@automatebusinesssolutions.com and phone number is (770) 750-5677. The Help Desk is always subject to availability of our technical staff and clause 1.1.5 below.

1.1.5 Availability of the Service. ABS shall exercise commercially reasonable efforts to keep the Service available twenty-four (24) hours a day, seven (7) days a week, subject to downtime for maintenance purposes, system outages and other circumstances beyond ABS's control. The parties acknowledge that, since the Internet is neither owned nor controlled by any one entity, ABS makes no guarantee that any given user will be able to access the Service at any given time. There are no assurances that access will be available at all times and uninterrupted, and ABS shall not be liable to Customer for any unavailability of the Service.

1.1.6 Services Provided. Services reflect the services outlined in the invoice(s) submitted to the Customer.

ARTICLE 2-USE OF THE SERVICE

2.1 Scope of Use. Subject to the terms and conditions of this Agreement, including, without limitation, Section 2.2 hereof and Customer's payment of all applicable Fees, ABS hereby grants to Customer a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable license (the “License”), during the Term, to access and use the Service remotely over the Internet, for Customer's and its subsidiaries’ internal business purposes only, on a computer or a computer network operated by a Licensed User, only by the number of Licensed Users paid for by Customer and only using the logon identifiers and passwords provided to ABS for such Licensed Users for such use.

2.2 Restrictions. Customer and its Licensed Users shall not: (a) copy the Service or any portion thereof or permit unauthorized disclosure or copying of all or any part of the Service other than as required to use the Service remotely as intended by this Agreement; (b) translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Service; (c) modify, adapt, translate or create a derivative work from the Service; (d) remove any proprietary notices, labels, or marks on the Service; or (e) sell, lease, loan, license, assign, sublicense, rent, transfer, publish, disclose, divulge, display, make available to third parties on a time-sharing or service bureau basis or otherwise make available for the benefit of third parties all or any part of the Service, including, without limitation, by transmitting or providing the Service, or any portion thereof, over the Internet, or otherwise, to any third party; (f) interfere or attempt to interfere with the Service in any way; (g) remove, obscure or alter any copyright notice, trademark or other proprietary rights notices affixed to or contained within the Service; (h) create any frames at any other web sites pertaining to or using any of the information provided through the Service or links to the Service; or (i) engage in or allow any action involving the Service that is inconsistent with the terms and conditions of this Agreement or those on the web site from which the Service is accessed. All rights not expressly granted hereunder are reserved to ABS

ARTICLE 3-FEES AND PAYMENT TERMS

3.1 Fees. Customer shall pay ABS: (a) on an monthly basis, the amounts set forth below based on the number of Licensed Users who access the service (the "Usage Fee"), and (b) upon invoice, any other set-up, item transaction fee, and other charges which may be set forth below (collectively, the "Fees"). The Fees shall be due on the date of invoice. The Fees may be modified or increased at ABS’s election from time to time upon written notice to Customer. Use of the Service by any Licensed User of Customer subsequent to such notice shall constitute Customer's acceptance of such increase in Fees. Customer shall, in addition to the Fees required hereunder, pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transaction(s) contemplated hereby, excluding, however, income taxes on net profits which may be levied against ABS. Customer shall reimburse ABS for the amount of any such taxes or duties paid or accrued directly by ABS as a result of this transaction or the use of the Service by Customer or any of its Licensed Users. If Customer fails to pay any Fees within fifteen (15) business days of the date they are due, Customer shall be liable to pay late fees for billed amounts at a rate of the lesser of 1.5% per month or the highest rate permitted by law, and the Service shall be suspended until all outstanding Fees have been paid. All Fees shall be non-refundable.

3.2 Time-and-Materials Service. If Customer requests, and ABS agrees to provide services that are outside the scope of the Service, such services shall be provided at ABS's through means of a new project, contract, and payment structure.

ARTICLE 4-REPRESENTATIONS AND WARRANTIES

4.1 Warranties. Each party (the “Representing Party”) represents and warrants to the other that: (a) it has the authority to enter this Agreement and to perform its obligations under this Agreement; (b) the execution and performance of this Agreement does not and will not violate any agreement to which the Representing Party is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of the Representing Party, enforceable in accordance with its terms. In addition to the foregoing: ABS warrants that the Service will materially conform to the applicable then-current documentation when used in the Operating Environment in accordance with the documentation. In the event that the Service fails to perform in accordance with this warranty, Customer shall promptly inform ABS of such fact, and, as Customer’s sole and exclusive remedy, ABS shall either: (i) repair or replace the Service to correct any defects without any additional charge to Customer, or (ii) terminate this Agreement and provide Customer, as Customer’s sole and exclusive remedy, with a pro rata refund of the Fees paid to ABS hereunder. Customer represents and warrants to ABS that Customer and its Licensed Users (i) will use the Service only for lawful purposes; (ii) will not attempt to or actually interfere with, disrupt or place an undue burden or demand on the Service or the servers or networks involved with the operation of the Service or violate the regulations, policies or procedures of such networks; (iii) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through any other means; or (iv) interfere with another user's use and enjoyment of the Service.

4.2 Export Restrictions. Customer represents and warrants that it and all Licensed Users will comply with all applicable laws, rules and regulations in the jurisdiction from which they access the Service, including those laws, rules and regulations which apply to the access, import, use and export of controlled technology or other goods. Customer also agrees that it and all Licensed Users will comply with the applicable laws, rules and regulations of the jurisdiction from which ABS operates the Service (currently, the United States of America). In particular, Customer represents, warrants and covenants that it shall not, without obtaining prior written authorization from ABS and, if required, of the Bureau of Export Administration of the United States Department of Commerce or other relevant agency of the United States Government, access, use, export or re-export, directly or indirectly, the Service, or any portion thereof or any Confidential Information of ABS (including without limitation information regarding the use, access, deployment, or functionality of the Service) from the United States to (a) any country destination to which access, use, export or re-export is restricted by the Export Administration Regulations of the United States Department of Commerce; (b) any country subject to sanctions administered by the Office of Foreign Assets Control, United States Department of the Treasury; or (c) such other countries to which access, use, export or re-export is restricted by any other United States government agency. Customer further agrees that it is solely responsible for compliance with any import laws and regulations of the country of destination of permitted access, use, export or re-export, and any other import requirement related to a permitted access, use, export or re-export.

4.3 Warranty Disclaimer. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS PROVIDED HEREIN, THE SERVICE IS PROVIDED HEREUNDER WITH NO WARRANTY WHATSOEVER. CUSTOMER ACKNOWLEDGES AND AGREES THAT, WHILE ABS WILL REASONABLY ATTEMPT TO MAINTAIN THE SERVICE SO AS TO REFLECT CHANGES IN TAX LAWS AND REGULATIONS AND OTHERWISE CONTAIN CURRENT INFORMATION, ABS SHALL HAVE NO OBLIGATION TO DO SO AND NO LIABILITY TO CUSTOMER, ANY AUTHORIZED USER OR ANY THIRD PARTY FOR ANY FAILURE ON THE PART OF ABS TO DO SO. CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE SERVICE IS AT ITS OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED SOLELY ON AN “AS-IS” BASIS. ABS MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. ABS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT AND ALL DUTIES AND OBLIGATIONS IMPLIED IN LAW. ABS DOES NOT WARRANT THAT THE SERVICE SHALL BE OPERABLE, SHALL PROPERLY STORE DATA, SHALL OPERATE UNINTERRUPTED OR ERROR FREE, SHALL BE SECURE, SHALL KEEP DATA CONFIDENTIAL, SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SHALL MEET CUSTOMER'S NEEDS.

ARTICLE 5-LIMITATION OF LIABILITY

5.1 General. IN NO EVENT SHALL ABS, ITS PARTNERS, PRINCIPALS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST REVENUE, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES INCLUDING ANY ANTICIPATED BUSINESS ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR THE SERVICE, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF INFORMATION OR DATA, HOWEVER CAUSED (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE AGGREGATE LIABILITY OF ABS WITH RESPECT TO ANY DAMAGES INCURRED FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, OR THE SERVICE, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS RECEIVED BY ABS FROM CUSTOMER RELATING TO ITS USE OF THE SERVICE DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTIONS OR CLAIMS IN THE AGGREGATE INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, CLAIMS FOR FAILURE TO EXERCISE DUE CARE IN THE PERFORMANCE OF ABS’S SERVICES HEREUNDER, AND OTHER TORTS. FURTHER, NO CAUSE OF ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST ABS. CUSTOMER AND ABS EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH ABS's OBLIGATIONS UNDER THIS AGREEMENT. THE PAYMENTS PAYABLE TO ABS IN CONNECTION HEREWITH REFLECT THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES HEREIN.

5.2 Indemnification. Customer agrees to defend, indemnify and hold harmless ABS and its partners, principals, employees and agents with respect to any claim, demand, action, debt, loss, liability, cost and expense (including reasonable attorneys' fees, costs and expenses) arising from breach of this Agreement or any if the representations, warranties, obligations, covenants or agreements herein by Customer or its subsidiaries, or by any of the agents, employees or Licensed Users thereof, or in connection with use of the Service by or through Customer or it subsidiaries or any Licensed User whether or not such use was authorized by Customer. Subject to the term of Section 5.1, ABS shall indemnify, defend, and hold harmless Customer and its affiliates and the directors, officers, employees and agents of the foregoing with respect to any claim, demand, action, debt, loss, liability, cost and expense (including reasonable attorneys' fees, costs and expenses) to the extent based upon any third party claim (an “Infringement Claim”) that the Service infringe any (a) European Union, United States or Canadian patent, (b) European Union, United States or Canadian trademark, (c) copyright, or (iv) trade secret of any third party; provided, however, that ABS shall have no obligation pursuant to the foregoing to the extent based on or related to (i) any use of the Service in violation of this Agreement, (ii) any use of the Service in conjunction with any product, data, hardware or software not provided by ABS, or (iii) any data or information of Customer or its affiliates. The foregoing states the entire liability of ABS with respect to any Infringement Claim, and Customer hereby expressly waives any other obligations or liabilities.

5.3 Indemnification Procedures. A Party seeking indemnification hereunder (an “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (i) reasonably prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; (ii) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim; and (iii) the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that the Indemnifying Party ought reasonably know will affect the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

ARTICLE 6-CONFIDENTIAL INFORMATION

6.1 Confidential Information. The Service and information relating thereto and the business affairs or proprietary and trade secret information of ABS relating to the Service in oral, graphic, written, electronic or machine readable form is herein referred to as “Confidential Information.”

6.2 Non-Disclosure. Customer shall hold confidential all Confidential Information (as defined in Section 6.1) of ABS and shall not disclose or use such Confidential Information without the express written consent of ABS. Confidential Information of ABS shall be protected by the Customer with the same degree of care as Customer uses for its own confidential information, but no less than reasonable care. Customer may disclose Confidential Information only to those of its employees who have a need to know the Confidential Information for purposes of performing or exercising rights granted under this Agreement and only to the extent necessary to do so. At any time upon the request of ABS, the Customer shall promptly and securely destroy all (or, if ABS so requests, any part) of the Confidential Information previously disclosed and all copies thereof, and the Customer shall certify in writing as to its compliance with the foregoing. Customer agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of ABS’s rights therein and to take appropriate action by instruction or agreement with its Licensed Users to satisfy its obligations hereunder. Customer shall use its best efforts to assist ABS in identifying and preventing any unauthorized access, use, copying or disclosure of the Confidential Information, or any component thereof. Without limitation of the foregoing, Customer shall advise ABS immediately in the event Customer learns or has reason to believe that any person has violated or intends to violate these confidentiality obligations or the proprietary rights of ABS, and Customer will, at Customer’s expense, cooperate with ABS in seeking injunctive or other equitable relief in the name of Customer or ABS against any such person. Confidential Information shall not include information which can be demonstrated by Customer: (i) to have become part of the public domain except by an act or omission or breach of this Agreement on the part of the Customer, its employees, or agents; (ii) to have been supplied to the Customer after the time of disclosure without restriction by a third party who is under no obligation to ABS to maintain such information in confidence; or (iii) required to be disclosed by law or court order, provided that ABS is provided a reasonable opportunity to prevent such disclosure, and, in the event of a disclosure, that the Customer apply reasonable to ensure that only such parts of the Confidential Information Customer is obligated by law to provide is provided and that reasonable notice is placed on the recipient that such information is the Confidential Information of ABS.

6.3 Passwords. Any and all logon identifiers and passwords provided hereunder are deemed Confidential Information of ABS. Customer and Licensed Users are responsible for maintaining the confidentiality of such logon identifiers and passwords and shall be fully responsible for all activities that occur under such logon identifiers and passwords. Customer agrees to (a) immediately notify ABS of any unauthorized use of such logon identifiers or passwords or any other breach of security pertaining to the Service, and (b) ensure that Licensed Users exit from their accounts at the end of each session. ABS can not and will not be liable for any loss or damage arising from Customer's or any Licensed User's failure to comply with this Section 6.3.

ARTICLE 7-PROPRIETARY RIGHTS

7.1 Proprietary Rights. No right (except for the License right granted in Article 2), title or interest in any intellectual property or other proprietary rights are granted or transferred to Customer hereunder. ABS and its third-party licensors and service providers retain all right, title and interest, including, without limitation, all patent, copyright, trade secret and all other intellectual property and proprietary rights, inherent in and appurtenant to the Service.

ARTICLE 8-TERM AND TERMINATION

8.1 Term; Termination. The term of this Agreement (the "Term") shall commence on the Date of ABS’s first invoice for the Fees and shall continue for an initial term of one (1) month thereafter, unless terminated earlier or renewed as set forth herein, and shall automatically renew for additional one (1) month term(s) unless either party provides notice of their intention not to renew by written notice to the other party at least thirty (30) days in advance of the expiration of the then-current term. ABS may immediately terminate this Agreement and the Service in the event that: (a) Customer or any Licensed User breaches any obligation, warranty, representation or covenant under this Agreement, (b) Customer becomes insolvent or is unable to pay its debts as due, enters into or files (or has filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or similar laws of any other jurisdiction or transfers all of its assets to another person or entity, or (c) Customer has not used the Service for a consecutive three (3) month period. (d) 3rd Party Suppliers of data/content prevent or block access to data/content that is required to fulfill the obligations of this agreement. If timely payment is not received by its due date, ABS reserves the right to either suspend or terminate Customer’s or Licensed User’s access to the Service. Upon termination or expiration of this Agreement for any reason, the License and the Service shall terminate, Customer will be obligated to pay any and all Fees due hereunder up through the date of such termination or expiration and ABS shall have no further obligations to Customer. Sections 2.2, 3.1 (solely as it relates to taxes, duties, and late fees), 4.3, 5, 6, 7, 8, and 9 hereof shall survive the expiration or termination of this Agreement for any reason.

ARTICLE 9-MISCELLANEOUS

9.1 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier/facsimile, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier; (e) upon transmission if sent via eMail with a telecopy/facsimile sent the same day, in each case addressed as follows (or to such other address as may be specified upon notice):

If to ABS:

Attn: Al Catoe

ABS

1007 Mansell Rd

Suite A #130

Roswell, GA 30076

eMail: support@automatebusinesssolutions.com

If to Customer:

To the email or mailing address provided by Customer upon registering for this Agreement.

9.2 Governing Law and Venue. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Georgia (excluding any conflict of laws provisions of the State of Georgia). Any suit or proceeding relating to this Agreement shall be brought in the courts, state and federal, located in Fulton County, State of Georgia.

9.3 UCITA Disclaimer. THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM ("UCITA"), SHALL NOT APPLY TO THIS AGREEMENT. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.

9.4 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without ABS's prior written consent.

9.5 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement where such failure or delay is due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, pandemic, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

9.6 Modifications. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an authorized representative of ABS and Customer; (b) any oral modifications to this Agreement; and (c) any other amendments based on course of dealing, waiver, reliance, estoppel or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section.

9.7 Waiver. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

9.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions of this Agreement.

9.9 Headings. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

9.10 Publicity. Neither party shall use the name of the other party or otherwise identify that there is a commercial relationship between the parties, in advertising, publicity, or similar materials distributed or displayed to prospective customers without the prior written consent of that party.

9.11 Entire Agreement. This Agreement (including the Schedules and any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

MASTER SERVICES AGREEMENT

This Master Service Agreement (this “Agreement”) is effective as of _____________ (the “Effective Date”) by and between Automate Business Solutions, a Georgia corporation (“Automate Business Solutions”), and ___________________________________(“Company”). Each of Automate Business Solutions and Company may be referred to herein as a “party” and together as the “parties.”

1. Deﬁned Terms

“Action” means any type of pre agreed or predeﬁned activity or result that is sought by Company that may by way of example, include impressions, click-throughs, the sale of products or services, ﬁles or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, coupon redemption, post-click or post engagement conversions or any other kind of action, transaction or activity that can be tracked and reported via mobile, internet or ofﬂine either by Automate Business Solutions or a Distribution Partner.
A “corporate afﬁliate” of a person, party, or entity is any other person or entity that, directly or indirectly, controls such person, party, or entity, is controlled by such person, party or entity, or is under common control with such person, party or entity.
“Content” means Company’s trademarks, trade names, trade dress, internet domain names, websites, logos, creative, copy and other content provided by Company to Automate Business Solutions in connection with the Services.
“Distribution Partner” means any third party that Company directly engages through its use of the Services (including Publishers) or that Automate Business Solutions in performing the Services to Company engages to promote or facilitate the promotion of Company’s products and services and/or distribute or display Company’s Content.
An “Engagement” means an agreement or arrangement between Company and a Distribution Partner that can be performed on or in relation to the internet, mobile or ofﬂine.
“Implement” or “Implementation” means to use the Automate Business Solutions Technology in accordance with authorization and instructions provided by Automate Business Solutions.
“Automate Business Solutions Technology” means any software application proprietary to Automate Business Solutions that it makes available to Company for installation on Company’s servers or on a Company Website to enable Company’s use of the Services in accordance with this Agreement and each relevant Order Form, together with new versions, enhancements and upgrades thereof made available by Automate Business Solutions.
“Prohibited Activity” means any activity that involves, facilitates, advocates or promotes one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activities; (c) gambling or illegal substances; (d) sedition or illegal activities; (e) false or misleading advertising; or (e) a conﬂict or violation of any law, rule, regulation or any intellectual property or other rights of any person, party or entity.
“Services” means one or more of the online advertising services offered by Automate Business Solutions pursuant to an Order Form, including lead generation, search management, display and advertising network services.
“Term” shall have the meaning set forth in Section 11.1.
“Transaction Data” refers to data and information about Actions generated through Company’s use of any of the Services.
The words “include,” “includes,” and “including” will be deemed to be followed by the phrase “without limitation” or “but not limited to.”

2. Automate Business Solutions Services

Services. This Agreement states the terms and conditions under which Automate Business Solutions will provide the Services ordered from time to time by Company pursuant to one or more order forms or insertion orders (each, an “Order Form”). Automate Business Solutions will not be required to provide any Service until an Order Form for that Service is accepted and signed by both parties to this Agreement.
Performance. Any technical assistance and customer support services to be provided under any Order Form will be performed by Automate Business Solutions personnel in a professional and workmanlike manner. Notwithstanding the preceding, Automate Business Solutions does not guarantee or warrant that the Company will achieve any level of web user activity, sales revenues or other results from using any Services provided hereunder.

3. Payment

Company will promptly pay or cause to be paid to Automate Business Solutions or its Distribution Partners (as applicable) when due, any and all applicable fees, expenses, costs, and charges owing under this Agreement including any applicable Order Forms.

4. Intellectual Property

Licenses. Company hereby grants to Automate Business Solutions during the term of this agreement a limited, nonexclusive, royalty-free worldwide right and license to use and sublicense Company’s Content to the extent reasonably necessary for Automate Business Solutions to provide the Services, including making such content available to Distribution Partners and promoting Company’s use of the Services. Automate Business Solutions hereby grants to Company during the term of this Agreement a revocable nonexclusive, non transferable license (without any right to sublicense except as expressly provided below) to access and use Automate Business Solutions’ online advertising interface and other Automate Business Solutions intellectual property made available to Company by Automate Business Solutions solely to the extent necessary for Company to utilize Services ordered pursuant to any Order Form and for no other purpose.
Ownership; No Contest. Each party and its suppliers own its or their respective intellectual property, and, except as expressly granted herein, nothing herein will grant to either party any rights or licenses in or to the other party’s intellectual property. Neither party shall encumber, assert a claim to or ownership of, any interest in any intellectual property of the other party or any goodwill associated therewith, except for any licenses or rights expressly granted hereunder or under any Order Form during its term.
Use of Marketing Agencies. Company may, upon prior written notice to Automate Business Solutions, delegate and sublicense its right to use Automate Business Solutions’ tools, services and resources to any agency, ﬁrm, consultant or other third party solely for the purpose of permitting such third party to manage online marketing campaigns on behalf of Company, provided that Company (a) shall be liable to Automate Business Solutions for such third party’s actions and compliance with any and all obligations hereunder and those contained in any applicable Order Forms, and (b) Automate Business Solutions may, as a condition to permitting such third party to use Automate Business Solutions tools, services and resources, require such third party to execute a conﬁdentiality, nondisclosure, or any other agreement Automate Business Solutions deems reasonably necessary.
Restrictions. Company agrees it will not directly or indirectly through a third party (a) make unauthorized modiﬁcations, reverse engineer, disassemble, decompile, attempt to derive source code of, or hack any Automate Business Solutions Technology; or (b) hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code any Automate Business Solutions servers, computer equipment, software or other technological resources.

5. Conﬁdentiality

Deﬁnition. A party’s “Conﬁdential Information” refers to such party’s conﬁdential and proprietary information or ideas including such party’s conﬁdential or proprietary intellectual property assets. The term “Conﬁdential Information” also includes (a) the terms and conditions of this Agreement and any and all Order Forms, and (b) any conﬁdential information of any third party that the disclosing party is permitted to provide to the receiving party subject to conﬁdentiality obligations. The term “Conﬁdential Information” will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party obtains from a source other than the disclosing party, provided that the disclosure to the receiving party by such source is not known to the receiving party to be a violation of a conﬁdentiality obligation of such source to the disclosing party, and (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without use of the disclosing party’s trade secrets or conﬁdential information, as shown by contemporaneous records.
Non-Disclosure. Each party will keep the other party’s Conﬁdential Information secure using at least the same degree of care that it uses to protect its own Conﬁdential Information, but no less than reasonable care, and shall not disclose or use such other party’s Conﬁdential Information except solely to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement. Further, each party may disclose the other party’s Conﬁdential Information only to those of its employees, ofﬁcers, directors, consultants, and advisers, and in the case of Automate Business Solutions, employees and ofﬁcers of its corporate afﬁliates, who need to know such information in order to perform their respective duties; provided that (a) each such person has a legal or contractual obligation to maintain the conﬁdentiality of such information, and (b) in the case of consultants, no such consultant is a competitor of, or corporate afﬁliate of a competitor of, the disclosing party.
Exceptions. The conﬁdentiality restrictions contained herein will not apply to disclosure by any party of the other party’s Conﬁdential Information to the extent required by law or court order, provided that such party required to make such disclosure uses reasonable efforts to give the other party prompt written notice of such requirement, in advance if possible, in order to give such other party an opportunity to lawfully prevent or limit the scope of such disclosure.

6. Data

Automate Business Solutions. Automate Business Solutions may use any data and information that it collects and/or compiles in the course of providing the Services to the Company and/or to Distribution Partners as reasonably necessary to provide the services, including providing certain information to Distribution Partners as required to calculate commission payments owed to them by Automate Business Solutions or Company. Automate Business Solutions may also use, transmit, distribute, and/or publish any aggregation of data and information received, collected and/or compiled through its provision of the Services, including as a part of reports, analyses, case studies, metrics, compilations, database services and/or other educational, training, marketing or similar materials, services or products to be used or made available by Automate Business Solutions, provided that in respect of Company’s data and information, Automate Business Solutions will not disclose the identity of Company.
Company. During the Term and after any expiration or termination of the Term or any Service Term (as deﬁned in the relevant Order Form), Company may, subject to the terms and conditions of this Agreement and any Order Form(s), use and store solely for its internal business purposes any and all data and information contained in any reports about Company’s use of the Services, provided that such rights of use and storage shall cover only such data and information in Company’s possession at the time of such expiration or termination. Company agrees that all information received by Automate Business Solutions, including Transaction Data, is subject to Automate Business Solutions’ then applicable records retention policies.

7. Privacy Policy

Company will ensure that any and all sites employed by Company in connection with Company’s participation in any Campaign will feature privacy policy, linked, at a minimum, conspicuously from such Site’s home page, with a link that contains the word “Privacy”, “Legal”, “Terms” or similar language. Such privacy policy shall, in addition to the disclosures about Company’s privacy practices, identify the collection, disclosure and use of any information related to an end user that Company provides or may provide to Automate Business Solutions or other sites in connection with the Services. Such privacy policy shall also provide information on Company’s use of tracking devices, such as but without limitation to, cookies, including cookies and tracking devices enabled by Automate Business Solutions at Company’s request on Company’s behalf. Company’s website will also include all legally required information regarding Company’s use of tracking devices, such as cookies, including where required, information regarding the removal of cookies and other tracking devices.

8. Implementation

Implementation of Tracking Solution. Company agrees to cooperate with Automate Business Solutions to enable Automate Business Solutions’ tracking functionality so that Automate Business Solutions may properly track Actions or otherwise provide the Services. Company agrees to refrain from taking any action that would impair Automate Business Solutions’ ability to track Actions. Company will notify Automate Business Solutions promptly upon becoming aware of any interruption or incorrect operation of any tracking solution provided by Automate Business Solutions and, if the same was caused by Company or within its control, Company will use all reasonable efforts to take prompt corrective action to restore operation.
Transaction Data. If Company is required to submit Transaction Data to Automate Business Solutions as part of the Tracking process, Company hereby agrees that it will submit such Transaction Data to Automate Business Solutions in the format and on the frequency required by Automate Business Solutions in accordance with any tracking and reporting guidelines furnished to the Company. The availability of Transaction Data on reports published by Automate Business Solutions is subject to Automate Business Solutions’ then applicable records retention policies.

9. Warranties

Each party hereby represents, warrants, covenants and agrees that as of the Effective Date and as of the effective date of each of the Order Forms that (a) such party has full corporate power and authority to enter into this Agreement and any such Order Forms executed by it and to perform its respective duties hereunder and thereunder and (b) this Agreement and each such Order Form has been duly authorized and executed and delivered by an authorized representative of such party. Company further represents, warrants, covenants and agrees that it will not use the Services to engage in or promote any Prohibited Activity and it will comply will all state and federal laws, rules and regulation applicable to the operation of its business.

10. Indemniﬁcation; Limitation of Liability

Company. Company agrees to indemnify, defend and hold Automate Business Solutions and its employees, ofﬁcers, directors, shareholders, agents and suppliers harmless for any third party claims, proceedings, causes of action, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees, costs and disbursements) arising out of or relating to (a) the operation by Company of any business promoted through the Services, (b) any Engagement between Company and a Distribution Partner or (c) Company engaging in any Prohibited Activity.
Automate Business Solutions. Automate Business Solutions agrees to indemnify, defend and hold Company harmless for any third party claims, proceedings, causes of action, liabilities, damages, losses, costs and expenses (including reasonable and customary attorneys’ fees, costs and disbursements) reasonably incurred in connection with the defense of any claim asserted or brought against Company in the United States by third parties alleging that Company’s Implementation of the Automate Business Solutions Technology infringes any United States patent, copyright or trademark issued as of the Effective Date, provided however, Automate Business Solutions shall not be obligated to indemnify, defend and hold Company harmless to the extent that (a) the alleged infringement is not attributable to the Automate Business Solutions Technology, (b) Company makes an unauthorized modiﬁcation to the Automate Business Solutions Technology, (c) Company uses the Automate Business Solutions Technology for a purpose for which it was not intended, outside the scope of any relevant documentation furnished to Company or in violation of this Agreement), or (d) the alleged infringement results from Company’s Implementation of the Automate Business Solutions Technology in conjunction with any other hardware, software, processes or material not provided by Automate Business Solutions. Company agrees to cooperate fully in mitigating any alleged infringement after being notiﬁed thereof and promptly and fully install and implement any modiﬁcations, enhancements or substitutions provided by Automate Business Solutions that would mitigate or avoid such infringement. In the event that any preliminary injunction, temporary restraining order or ﬁnal injunction shall be obtained in the United States, Automate Business Solutions shall, in its sole discretion and as Company’s sole remedy, either (a) obtain the right for Company to continue using the Automate Business Solutions Technology, (b) modify or replace the same so as to avoid the alleged infringement, or (c) offer a substitute and equivalent technology and/or methodology. If Automate Business Solutions determines that none of these alternatives is reasonably available, either Company or Automate Business Solutions will have the right, upon written notice to the other, to terminate this Agreement. This Section ﬁnally, entirely and exclusively states all of Company’s rights against Automate Business Solutions and is Company’s sole remedy with respect to an infringement of any third party rights. Automate Business Solutions shall have no additional liabilities to Company with regard to the infringement of any third party intellectual property right.
Procedure. The indemniﬁcation obligations in this Section 10 are conditioned on (a) prompt accurate written notice to the indemnifying party of any claim, action, or demand for which indemnity is claimed or which may give rise to an indemnity claim, provided that the failure by the indemniﬁed party to provide timely notice of any claim, action or demand shall not affect or impair the obligations of the indemnifying party, except and only to the extent that the indemnifying party has been adversely affected by such failure or delay; (b) the indemnifying party having the right to assume complete and sole control over the defense and any and all negotiations for any settlement or compromise thereof; and (c) cooperation of the other party and its employees, ofﬁcers, directors, consultants, advisers, and Corporate Afﬁliates in such defense. If the indemnifying party elects to assume control of the defense of any claim, the indemniﬁed party shall, at its own expense, have the right to participate in the defense or consult its own counsel.
Limitation on Liability. Neither party (including its respective contractors and suppliers) will be liable to the other (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) in connection with or resulting from this Agreement or any of the contemplated links, services, activities or relationships for any indirect, incidental, consequential, lost proﬁts, reliance, punitive or special damages, even if such party was aware that such damages could result. In no event shall either party’s total liability for any or all of the other party’s losses or injuries from acts or omissions by Automate Business Solutions under this Agreement, regardless of the nature of the legal or equitable right claimed to have been violated, exceed the amount of Automate Business Solutions fees paid or accrued by Company (exclusive of fees paid or payable to Distribution Partners) under the Order Form subject to the alleged breach during the one year period preceding the date of the alleged breach. In no event shall Automate Business Solutions be liable to Company or any other person for any acts or omissions of any Distribution Partner, or for system downtime.
Disclaimers. Except as expressly provided in Section 9, Automate Business Solutions (including its contractors and suppliers) hereby disclaim any and all warranties, express or implied, including any warranty as to accuracy, advertiser ability, non-infringement, completeness, currentness, title, or ﬁtness for a particular purpose of the Services or the Automate Business Solutions Technology.
Entire Obligation. This Section 10 states Automate Business Solutions’ entire obligation to Company with respect to any breach of any of the warranties set forth in this Agreement or in any Order Form. Each party acknowledges that the provisions of each of the foregoing Sections are an essential element of the beneﬁt of the bargain reﬂected in this Agreement.

11. Term; Termination

Term. The term of this Agreement will commence as of the Effective Date and continue until the expiration of the last Order Form that may be in effect, unless earlier terminated in accordance with this Agreement (the “Term”).
Termination Rights. Either party will have the right to terminate this Agreement and any or all Order Forms upon any material breach of this Agreement or any Order Form by the other party, which breach remains uncured for a period of 15 days following the non-breaching party’s receipt of written notice thereof, provided that Automate Business Solutions may terminate this Agreement and any or all Order Forms upon any default in Company’s payment obligations to Automate Business Solutions or a Publisher if such default is not cured within ﬁve (5) business days following Company’s receipt of written notice thereof. In addition, either party may terminate this Agreement and any or all Order Forms in accordance with Section 10.2.
Suspension Right. Upon determining in good faith that a material breach of this Agreement or any Order Form has occurred or at any time Automate Business Solutions determines in good faith that any act or omission by Company might have a material adverse effect on Automate Business Solutions’ business operations, Automate Business Solutions will have the immediate right to temporarily suspend Company’s access, use or beneﬁt of any or all Automate Business Solutions-provided tools, services and/or other resources until the time when Company cures such alleged breach, such suspected or alleged breach is determined by Automate Business Solutions to be nonexistent, or a termination event as described in this Agreement, as applicable.
Effects of Expiration or Termination of this Agreement. In the event of an expiration or termination of this Agreement, in addition to any rights and obligations set forth in any and all Order Form(s), the parties agree that (a) any and all outstanding Order Forms shall be terminated effective thereupon; (b) Company will pay any and all payment obligations incurred under this Agreement, any Order Form, or any of its Automate Business Solutions tracked Engagements to Automate Business Solutions and any and all Distribution Partners;
(c) Sections 3, 4.2, 5, 6, 10, 11.4 and 12 and any provision of this Agreement or any Order Form which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement; and (d) any rights or remedies of either party arising out of a breach or violation by the other party of any terms of this Agreement or any Order Form will survive any expiration or termination thereof. Upon termination, Automate Business Solutions shall terminate Company’s access to the network and shall not be required to furnish Company with any further access to any of its online networks or furnish or produce any additional reports.

12. Miscellaneous

Public Announcements. The parties agree that any press release issued announcing Company’s engagement of Automate Business Solutions for Services shall be pre-approved in writing by both parties.
Force Majeure. Neither party will be liable to the other party by reason of any failure or delay in the performance of its obligations hereunder (other than any payment obligation) on account of strikes, shortages, ﬁres, ﬂood, storms, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or web access, terrorism, or any other cause which is beyond its reasonable control.
Assignability. Neither party may assign or transfer this Agreement or any Order Form without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed, except that either party may assign or transfer this Agreement and/or its rights and obligations hereunder, in whole or in part, to any corporate afﬁliate or to any successor (by sale of all or substantially all of the assets, merger, corporate reorganization or otherwise). Any purported assignment or transfer in violation of the foregoing shall be null and void.
Notices. Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number speciﬁed below prior to 4:30 p.m. (Georgia time) on a non-holiday weekday (a “Business Day”), (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number speciﬁed below later than 4:30 p.m. (Georgia time) on any day, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, (iv) the delivery date noted on the receipt, if delivered by certiﬁed or registered US Mail, return receipt requested, or (v) immediately, if sent my email, subject to conﬁrmation of receipt. The addresses for such communications are speciﬁed below.
Severability. If any provision of this Agreement or its application to any person, party or entity or circumstance is held by a court with jurisdiction to be invalid or unenforceable, the remaining provisions, or the application of such provision to other persons, parties, entities or circumstances, will remain in full force and effect. Such a court may substitute therefor a suitable and equitable provision to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and, if such court will not do so, the parties will negotiate in good faith to agree upon such a provision. Any provision that is judicially unenforceable in any jurisdiction will not be affected with respect to any other jurisdiction.
Governing Law; Venue. This Agreement will be governed by the federal laws of the United States and the state laws of the State of Georgia without regard to conﬂicts of law principles. Each party consents to the jurisdiction and venue of the Federal and Georgia State courts sitting in Salt Lake County, Georgia (and the appellate courts to which judgments of such Federal and State courts may be appealed), and agrees to commence any litigation hereunder in one of those courts. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Notwithstanding the foregoing, Company agrees that Automate Business Solutions is entitled to seek and receive injunctive relief in any court or jurisdiction.
Remedies; Injunctive Relief. Unless otherwise expressly stated in this Agreement, all remedies available under or with respect to this Agreement are cumulative and in addition to all other remedies, if any, available at law or in equity. The prevailing party in any litigation between the parties arising out of this Agreement will be entitled to recover its reasonable legal expenses, including court costs and attorneys’ fees and disbursements. Where Automate Business Solutions has to refer unpaid payment obligations to a collection agency, costs of collection shall be paid by Company in addition to all other owed amounts. Each party acknowledges that if it breaches its obligations under Sections 4 or 5 above, the other party will be irreparably harmed, and that damages will be inadequate to compensate the other party for such breach. Accordingly, without limiting any other right or remedy of the nonbreaching party in respect of such a breach, the nonbreaching party will be entitled to injunctive relief with respect thereto.
Independent Contractor; No Third Party Beneﬁciaries. The parties are independent contractors. There are no third party beneﬁciaries of this Agreement.
Amendments and Waivers. Any amendments of this Agreement must be in writing and signed by both parties. No failure or delay in exercising any power, right, or remedy will operate as a waiver. A waiver, to be effective, must be written and signed by the waiving party. No course of dealing or practice will be used to interpret, supplement or alter in any manner the express written terms of this Agreement.
Entire Agreement. This Agreement and any and all executed Order Forms, together with any addendums thereto, if any, will constitute the entire agreement between the parties pertaining to the subject matter hereof and thereof, and all written or oral agreements, representations, warranties or covenants, if any, previously existing between the parties with respect to such subject matter are canceled. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement. In the event of any conﬂict between the terms of this Agreement and any Order Form, the terms of this Agreement will govern, unless the Order Form both expressly provides otherwise and is signed by both parties.
Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same agreement. In addition to any other lawful means of execution or delivery, this Agreement may be executed by facsimile signatures and delivered by the exchange of signature pages by means of telecopier transmission.
Each party has read this Agreement, including any and all attachments and order forms executed herewith, and agree to be bound by all the terms and conditions contained in this Agreement and such attachments and order forms.

COMPANY	AUTOMATE BUSINESS SOLUTIONS
By:	By:
Name:	Name:
Title:	Title:

Automate Business Solutions’ Notice Address:

Address: 1007 Mansell Rd | Suite A #130 | Roswell, GA 30076

Attn: CEO

Fax:

Email: al@automatebusinesssolutions.com

Company’s Notice Address:	With copy to:
Name:
Title:
Address:
Telephone:
Fax:
Email: