Terms and Conditions

The following are the Terms and conditions that are agreed to in the S4T Group Insertion order, Change order, and any agreement with S4T Group.  S4T Group reserves the right to modify these terms and conditions at any time:

S4T Standard Terms

1. Engagement. CLIENT is engaging S4T Group, located at 9858 Glades Road #240, Boca Raton, FL 33434, as an independent contractor for services including, but not limited to marketing, website design and development, communications, accounting. CLIENT agrees to authorize S4T Group access to directories, programs, and requirements which need to be accessed in order to complete this project.

2. Warranties. S4T Group represents and warrants to CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws. However, CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT's satisfaction. The CLIENT represents and warrants to S4T Group that it will provide CLIENT materials as required in a professional, competent, and timely manner; that it has the power to enter into this CONTRACT on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws.

3. Web Design & Development Contract Components.

Design. Two design consultations are included in this contract to discover CLIENT needs and plan the web site design. S4T Group will integrate Empower CMS™ Tool v1.2 into new design. See Appendix B. (____)(____) Initial Buyer-Seller

Development Consultation. One development consultation is included in this contract to coordinate design requirements with integration with the “Empower CMS™” Admin Panel tool. CLIENT is responsible for designing the web site. Additional consultations via phone or in person may be no additional charge. Any additionally charged consultations will be charged at an hourly rate of $50 and are not included in this contract. These consultations may be by phone or email; emails are free and unlimited. See Appendix B.

Adding Content to Website. CLIENT is responsible for entering and updating all content into website using the “Empower CMS™” Admin Panel tool unless specified otherwise in the insertion order. CLIENT may request S4T Group to enter content for an additional fee which requires a change order and is not included in this contract.

Textual Content. Textual content that is not controlled with the “Empower CMS™” Admin Panel tool must be supplied already composed, typed, and spell checked by CLIENT. S4T Group will not proof text prior to launch of website. Proofing consists of spelling and grammatical errors. Textual content to be entered and updated using the “Empower CMS™” Admin Panel tool is the responsibility of CLIENT unless specified otherwise in the insertion order.

Photographs & Imagery. Photographs and Imagery not controlled with the “Empower CMS™” Admin Panel tool must be supplied by CLIENT in digital or print format. However, we recommend digital. Photographs and imagery to be entered and updated using the “Empower CMS™” Admin Panel tool is the responsibility of CLIENT unless specified otherwise in the insertion order. S4T Group only needs to scan images if they are printed photographs and not sent in digital format. Scanning in excess of five photographs per page is in addition to the price set forth in this contract and will be billed at $25.00 per scanned image. Bulk scanning rates are available. CLIENT may elect to purchase stock photographs to be used on the web site and collateral designs. S4T Group can suggest vendors of stock photography. Time spent by S4T Group searching for appropriate stock photographs are in addition to the price set forth in this contract and will be billed at an hourly rate of $50. See Appendix B. (____)(____) Initial Buyer-Seller

Graphical Content. Graphical Content All imagery, photography and usage principles (i.e. logo, fonts, etc...) must be provided to S4T Group by CLIENT before development commences.

Links. S4T Group will add links to external sites and pages when appropriate, at the request of the CLIENT if not controlled using “Empower CMS™”.

Upload. Development of website will take place on the S4T Group server. S4T Group will upload the completed website to the CLIENT'S contracted web hosting account upon receipt of final payment from CLIENT. If client chooses to host with a third party hosting provider other than S4T Group or approved S4T Group hosting provider, then S4T Group will provide website files and database in compressed format to client and it is client’s responsibility to setup site. If website is hosted by S4T Group then S4T Group will setup site. If the agreement is a website lease, S4T hosts the website. (____)(____) Initial Buyer-Seller

Minor Updates and Changes. Because design and development must be approved and are final, no minor updates or changes are included in this contract.

Change Orders. After this CONTRACT is signed any changes to the proposed design will require a CHANGE ORDER, which will become an addendum to this contract. Major updates and changes are defined as adding additional pages, custom graphics and/or functionality to the site outside of what is outlined in the agreement and initial design layout.

E-mail. Response links to an email address specified by CLIENT can be included on any page as requested by CLIENT.

4. Post-Launch Additions. The addition of web pages, graphics, functionality, photos and any other content after the completion and launch of the website will require a separate proposal and contract.

5. Maintenance and Hourly Rate. CLIENT may contract S4T Group to provide maintenance services for the website. Maintenance services are available by the hour or by separate maintenance agreement when applicable. Sites purchased outright (no lease) do not include maintenance contracts (for updates including, but not limited to, internet browser updates, new versions of internet browsers, updates to mobile phones and tablets, etc…) unless states otherwise in the insertion order.

6. Submitted Content. S4T Group will endeavor to meet specified deadlines laid out in Appendix A (if applicable). CLIENT will be bound to the dates set out there. Please make every effort to submit completed content and approvals by agreed upon deadlines. S4T Group will not be responsible if target launch date cannot be met due to late submission of materials by CLIENT.

7. Web Hosting. The CLIENT understands that any web hosting services require a separate contract with a web hosting service. The CLIENT agrees to select a web hosting service, which allows S4T Group full access to the web site and cgi-bin directory via FTP. CLIENT understands and acknowledges that CLIENT must choose a hosting plan that is compatible with this website. See appendix C for hosting requirements. If CLIENT chooses to host with a separate company from S4T Group, then S4T Group will provide client with a zip of files, a backup of the database and instructions on required permissions and security. S4T Group is not responsible for setting up site on CLIENTS hosting service from outside company. CLIENT may contract S4T Group to set up site on outside hosting service for an additional fee and this will require a change order. Lease agreements include hosting unless specified otherwise in insertion order.

8. Launch Date. S4T Group and CLIENT must work together to complete the elements of the web site in a timely manner. We agree to work expeditiously to complete the web site assuming no delays from CLIENT side, subject to date of receipt of signed contract and all materials from CLIENT.

9. Payment Schedule. Fees to S4T Group are due and payable on the schedule outlined in the Insertion Order.

All payments will be made in US dollars. All final payment shall be due on agreed-upon payment schedule, regardless of delays by CLIENT. However, if S4T Group is delayed due to circumstances beyond his or her control, contract completion and required final payment will be postponed.

10. Third Party S4T Groups and Sub-Contractors. S4T Group reserves the right to contract third party S4T Groups to the right fit for the job as well as on-time completion.

11. Legal Issues. S4T Group does not guarantee that the functions contained in the web pages or the web site will meet the CLIENT’s requirements or that the operation of the web site will be uninterrupted or error-free. In no event will S4T Group be liable to CLIENT or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if S4T Group has been advised of the possibilities of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Additional Legal Information. CLIENT will be receiving a functioning portfolio section that will be easily populated with your information. The tool you are receiving is based on the specifications in the agreement. Sometimes CLIENTS want features that are not included in the scope of work. Those features may be requirements of the CLIENT but may have not been discussed or included. As far as the uninterrupted or error-free; if we are not hosting the site for you we cannot guarantee that the server is first capable of hosting this site. Having a hosting plan that is not capable of hosting your site would cause errors and interrupt the site. If your server does not have the necessary amount of ram needed to run this or any database site, it will cause delays which are an interruption. This will also cause errors because of time-outs. If we host the site we can ensure the site will run smoothly. Also if there are errors, we have a warranty and will fix any errors.

12. Training. Prior to the launch of the Web Site, S4T Group will provide one (1) hour of verbal training (via telephone, seminar, one-on-one, or in person at CLIENT'S discretion) for CLIENT'S staff. S4T Group will be providing video instructions for each section of the admin tool. Any additional training after such one (1) hour shall be executed pursuant to S4T Group’s Change Order process or contracted under a separate agreement between S4T Group and CLIENT. Additional training price will be determined based on the type of training requested.

13. Promotion. S4T Group shall have the right to use the name and service marks of CLIENT in its marketing materials or other oral, electronic, or written promotions, without the explicit, written permission of the CLIENT, which shall not be unreasonably withheld.

14. Copyrights and Trademarks. CLIENT represents to S4T Group and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to S4T Group for inclusion in the web site are either owned by CLIENT, or that CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend S4T Group from any claim or suit arising from the use of such elements furnished by CLIENT.

15. Copyright to web pages. When final payment is received and web pages are published to CLIENT's web host account, the Copyright to the pages will be as follows: Logos, banners, buttons and other graphics created by S4T Group, for CLIENT, are owned and copyrighted by CLIENT. S4T Group is not required to keep or provide CLIENT with native source files used in the creation of these graphics. Content and photographs provided by CLIENT are owned and copyrighted by CLIENT or respective owners who have granted use rights to CLIENT. HTML code and server side and browser side scripting is owned by S4T Group and its licensors and is licensed to CLIENT for use on this web site only. CLIENT is not permitted to use these scripts elsewhere or sell them to a third party. S4T Group reserves the right to display and link to completed web site as part of a web design portfolio. All source code is owned by S4T Group and client has no right to this code. Client is provided a compiled version of the site which does not include any source code.

16. Payment of Fees. Payments are due by the payment schedule outlined in this contract. Outstanding balances that are 30 days past due will be assessed a late fee of 1.5% per each month of delinquency. This agreement becomes effective only when signed by S4T Group Regardless of the place of signing of this agreement, CLIENT agrees that for purposes of venue, this contract was entered into in Palm Beach County Florida and any dispute will be litigated in Palm Beach County Florida.

17. Sole Agreement. The agreement contained in this contract constitutes the sole agreement between S4T Group and CLIENT regarding this web site. Any additional work not specified in this contract must be authorized by written change order. All prices specified in this contract will be honored for work commencing within six (6) months after both parties sign this contract. The pricing for phases or work not started within six (6) months due to client delay may require a new agreement upon discretion of S4T Group.

18. Initial Payment and Refund Policy. This contract becomes binding with the contract or Insertion Order signed and/or an initial non-refundable payment as outlined in the Contract or Insertion Order. If CLIENT halts work and applies by registered letter (U.S. Mail) for a refund within ten days of date of payment of phases two or beyond (corresponding phase), work completed shall be billed at the hourly rate stated throughout this contract, and deducted from the payment to begin the corresponding phase, the balance of which shall be paid back to CLIENT. If, at the time of request for refund, work has been completed beyond the amount covered by the corresponding payment, CLIENT shall be liable to pay for all work completed at the hourly rate starting at $150.00. No portion of this corresponding payment will be refunded unless written application is made within 10 days of payment of the corresponding phase or completed work. 

19. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Florida without regard to conflicts of laws principles. By using this site, you hereby agree that any and all disputes regarding these Terms will be subject to the federal, state and local courts of Florida. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

20. Confidentiality. The terms of this Agreement shall remain confidential as between the parties, on one hand, and third parties, on the other hand, except that governmental and regulatory authorities having jurisdiction over the parties and this relationship may have access to this Agreement and the parties. The parties understand and agree that certain of the information, processes, technology, and other know-how pertaining to the parties and their participation in this marketing relationship may require or entail the disclosure to the other party of information such disclosing party may consider confidential or otherwise proprietary and subject to restrictions on disclosure or use (“Proprietary Information”). As and when appropriate, each party shall notify the other party of any information such disclosing party considers Proprietary Information, and upon Proprietary Information in violation of any of the disclosing party’s rights in such Proprietary Information, except (i) as necessary in connection with the performance of such receiving party’s duties and obligations under this Agreement; (ii) in response to a court order, subpoena or other legal process, provided that the disclosing party shall promptly give the transferring party notice of such request for access so as to enable the transferring party to seek a protective order or take other protective action, (iii) to the extent that such claimed Proprietary Information is in the public domain other than through breach of this covenant by the disclosing party, or (iv) with the written consent of the transferring party.

21. Price. The undersigned agrees to the terms of this agreement, including all of the included features, allowable changes and limitations as described in appendix A, appendix B, and appendix C. on behalf of his or her organization or business. 

 Advertising Terms

S4T Group, LLC. (“S4T Group”) provides a range of advertising products and services for small- and medium-sized businesses (the “Advertising Services”). The Insertion Order (the “IO”) sets forth which Advertising Services are being purchased by Advertiser (“Advertiser”), the costs for such Advertising Services, and other relevant details of the proposed advertising campaign (the “Campaign”). These Advertising Services Terms and Conditions (“Advertising Terms”) shall be incorporated by reference into and made a part of any IO submitted to S4T Group and govern the relationship between S4T Group and Advertiser, together with the Product Terms (as defined below). All IOs are subject to acceptance by S4T Group, in its sole discretion. The IO, the Advertising Terms and the documents and/or links referenced in the IO are sometimes referred to as the “Agreement.”

1. Advertising Services. The Advertising Services include, but are not limited to, the following:

PPC refers to S4T Group's standard search engine marketing product, where S4T Group promotes Advertiser through various search engines.

Display refers to S4T Group's standard online display product, where S4T Group promotes Advertiser through online display advertisements disseminated through S4T Group's network of online publishers.

Remarketing refers to S4T Group's behavioral targeting product that enables S4T Group to display an ad to consumers who have previously evidenced interest in Advertiser’s products or services or similar products or services.
S3Search, S3Display and Remarketing may be referred to herein collectively as the “Standard Advertising Services.”

Tracking Services As part of the Advertising Services, Advertiser will be provided Tracking Information. “Tracking Information” refers to data and statistics concerning the performance of the Campaigns. In addition, Advertisers may purchase Tracking Services to obtain Tracking Information regarding advertising purchased by Advertiser through third parties. See Schedule 1 for additional terms applicable to the Tracking Services, whether bundled with the Advertising Services, or purchased on a standalone basis.

As S4T Group adds other products and services, such products and services will be referenced in the IO and any special terms and conditions will be posted online, will be binding upon the Advertiser and will be incorporated by reference into and made part of this Agreement.

2. Advertising Placement and Location.

(a) Placement. S4T Group shall determine, in its sole discretion, on which online properties (the “Publishers”) the advertising content (“Ads”) will run during the course of any Campaign. Advertiser acknowledges that S4T Group does not operate or control the Publishers. Advertiser further acknowledges that at any time during a Campaign, the Publisher mix may change. S4T Group makes no guarantees about when or where the Ads will be displayed by the Publishers or by S4T Group.

(b) Geotargeting. S4T Group will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the Campaign initiation process, but S4T Group does not guarantee that Advertiser’s Ads will only be displayed in the target locales.

3. Campaign Logistics.

(a) Duration.

i. Standard Advertising Services. With respect to the Standard Advertising Services, upon receipt of an IO signed by Advertiser and acceptance by S4T Group, S4T Group will initiate the process of setting up the Campaign. The duration of the Campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as provided herein. The “Actual Start Date” refers to the actual commencement date of a Campaign. Advertiser acknowledges that S4T Group may take up to ten (10) business days or longer to review and prepare the Campaign (or longer, if S4T Group has been asked to provide creative services or if S4T Group experiences technical difficulties with Advertiser’s Campaign) and may require further input from Advertiser before the Campaign is distributed to the Publishers. The Publishers may then take additional time to commence dissemination of the Campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the IO. The Actual End Date of a Campaign will be the day when 98% or more of the Campaign Media (as defined in Section 4(a)i below) for the last Campaign Cycle has been exhausted. Advertiser acknowledges that it may take more or less time to exhaust the Campaign Media due to, among other things, the scheduling and inventory constraints of the Publishers.

ii. Duration of Other Products and Services. With respect to other products and services, the duration shall be as set forth in the applicable Product Terms.

(b) Campaign Cycles. Each Campaign Period consists of Campaign Cycles. For Standard Advertising Services, the Campaign Cycle is the period of time from S4T Group's commencement of applying the Campaign Media until such time as no less than 98% of the Campaign Media has been utilized. While, on average, this is approximately a thirty (30) day period, S4T Group makes no guarantees with respect to the time it takes to fully utilize the Campaign Media. Advertiser acknowledges that all statistics provided by S4T Group evidencing such utilization shall be conclusive and binding on Advertiser for all purposes of this Agreement.

4. Fees. Advertiser agrees to pay, in accordance with Section 5, the following, in the amounts set forth in the IO:

(a) Descriptions

i. Campaign Media refers to the recurring amounts payable to S4T Group for the Standard Advertising Services for each Campaign Cycle.

ii. Budget Per Cycle Payment refers to the aggregate recurring fees for each Campaign Cycle, as specified in the IO, such as the Campaign Media and the CMT Fees (as defined below).

iii. Service Fees per Cycle Campaign refers to the recurring fees per Campaign Cycle charged by S4T Group for managing and tracking Campaigns, such as the management/tracking fees (“Management/Tracking Fees” or “CMT Fees”).
iv. Campaign Set-Up Fee refers to a one-time fee for the set-up of a Campaign, which includes, but is not limited to, Publisher set up, keyword generation, phone tracking set-up, creative services and other similar set-up requirements. With respect to PPC, the Campaign Set-Up Fee also includes a review of the Campaign within the first sixty (60) days of the Campaign.

v. Cancellation Fee: has the meaning set forth in Section 6(d) below.
The Product Terms set forth additional fees applicable to such products and services.
S4T Group reserves the right to change any of the foregoing fees at any time, provided that such changes will not take effect until a new IO has been executed and delivered to S4T Group by Advertiser.

(b) No Pass-Through Obligations. Advertiser is not entitled to any credits, discounts, rebates, refunds provided to S4T Group by Publishers.

(c) Promotional Credits. If S4T Group offers any special promotions which provide Advertiser with credits or other fee reduction incentives in connection with signing an IO (the “Promotional Credits”), if Advertiser cancels the Insertion Order (other than for cause, as set forth below), then in addition to any other cancellation penalties Advertiser may be subject to, Advertiser will be required to repay to S4T Group the full amount of the Promotional Credit or incentives.

5. Payment Terms.

(a) General. Once an IO has been accepted by S4T Group, Advertiser will be responsible for payment in full of all fees set forth therein, except as may otherwise be provided in Section 6(c) hereof. All payments due hereunder are in U.S. dollars and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of Advertiser.

(b) Manner and Timing of Payment. Advertiser may pay for all amounts payable under this Agreement by credit card (the “Advertiser’s Card”) or ACH (electronic debit from Advertiser’s bank account). If paying by credit card or ACH, Advertiser will be required to sign and comply with the applicable payment authorization forms. Prior to the initial Campaign Cycle, Advertiser shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. In advance of each subsequent Campaign Cycle, Advertiser shall remit the Cycle Payment. In order to avoid any pauses in the Campaign, S4T Group may, in the case of the Standard Advertising Services, charge Advertiser’s Card or cause payment to be made through ACH for the upcoming Campaign Period when 75% of the Campaign Media for the current Campaign Period has been exhausted, and in the case of other products and services, S4T Group may charge Advertiser’s Card or cause payment to be made by ACH within seven (7) days prior to the expiration of the applicable Campaign Cycle.Advertiser understands and acknowledges that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of its contractual obligations, Advertiser’s Campaign may be paused or terminated if timely payment is not made. If Advertiser has authorized payment by Credit Card or ACH, such authorization permits S4T Group to recover any Promotional Credits (as set forth above) and collect any Cancellation Fees (as defined below) in the authorized manner.
6. Term/Termination.

(a) Term. The initial term of the Agreement shall be the Campaign Period set forth on the IO, as adjusted consistent with Section 3 above.

(b) Termination by S4T Group. S4T Group may terminate this Agreement and any Campaign immediately without notice and without cause.

(c) Termination by Advertiser for Cause. Advertiser may terminate this Agreement on thirty-one (31) days prior written notice (the “Notice Period”) if S4T Group is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period.

(d) Termination by Mutual Agreement. If Advertiser and S4T Group agree to early termination of a Campaign, Advertiser shall be obligated to pay a cancellation fee (the “Cancellation Fee”) as set forth in the insertino ord. S4T Group may charge Advertiser’s Card or shall be permitted to cause payment to be made through ACH. No termination under this section shall take effect until the Cancellation Fee has been paid, meaning that S4T Group may continue the Campaign, and Advertiser shall continue to be obligated to pay for the Campaign.  Cancellation fee is the management fee due for the remainder of the agreement or the next full cycle, which ever is longer.

(e) Campaign Pauses. Advertiser may request a pause in a Campaign. However, it shall be in S4T Group's sole discretion to determine if a Campaign pause is appropriate. If a Campaign is paused for more than 30 days, Advertiser will have to pay an additional Campaign Set-Up Fee to restart the Campaign.

(f) No Refunds. Advertiser understands and agrees that Advertiser will not be entitled to any refunds of amounts already paid to S4T Group, unless Advertiser terminates under Section 6(c), in which case Advertiser shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment, which shall be Advertiser’s sole remedy.

(g) Collection of Amounts Owed. Any amounts not paid by Advertiser when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Advertiser agrees to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by S4T Group in connection with its enforcement of its rights under the Agreement.

(h) Effect of Termination; Survival. Advertiser understands and acknowledges that due to the nature of the Internet, certain information regarding Advertiser that was posted on the Internet as part of the Advertising Services. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. Without limiting the generality of the foregoing, in the event of any termination, Advertiser shall remain liable for any amounts due to S4T Group as of the effective date of termination.

7. S4T Group Platform.

(a) Advertiser Data. As part of the Campaign initiation process and from time to time during the Campaign, Advertiser shall provide certain information to S4T Group, which S4T Group will input into its proprietary advertising platform and/or third party platform (the “Platform”). Accordingly, Advertiser hereby permits S4T Group to input Advertiser’s contact information, credit card, or ACH information, and campaign information into the Platform. S4T Group will only use such information in connection with the fulfillment of the Advertising Services and as otherwise permitted by the Agreement. In addition, S4T Group may, from time to time, send Advertiser emails regarding Platform updates, Campaign updates, payment reminders, and marketing opportunities relating to S4T Group and its commercial partners. Advertiser agrees to receive such emails.

(b) License to Platform. Upon execution of the IO, Advertiser will be granted a revocable, non-transferable, non-exclusive, limited license to use the Platform solely for the purpose of accessing the Tracking Information. Advertiser’s access shall be password protected and Advertiser agrees that it shall not share its password with third parties or otherwise provide access to the Platform to third parties. If the security of Advertiser’s username(s) or password(s) is compromised in any way, or if Advertiser or its agent suspects that it may be, Advertiser shall immediately contact S4T Group. S4T Group is not responsible for any loss or damage suffered by the compromise of any password. Advertiser acknowledges and agrees that it does not have, nor will it claim any right, title or interest in the Platform, the Platform software, data, applications, methods of doing business or any elements thereof, or any content provided on the Platform. Advertiser may only access the Platform via a Web browser or in a manner otherwise approved by S4T Group. Advertiser will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Platform. S4T Group may terminate the foregoing license, at any time and for any reason.

8. Privacy Considerations. Advertiser shall, at all times, post a privacy policy on its native web site (the “Existing Site”) and comply with such privacy policy. The privacy policy shall comply with all applicable laws and shall not contain any terms that are inconsistent with, or would otherwise restrict S4T Group from performing its obligations hereunder. In addition, to the extent that the Existing Site collects personally identifiable information, Advertiser’s privacy policy must permit the transmission of such information through the Proxy Site. If Advertiser is purchasing S4T Group's Remarketing product, Advertiser is obligated to ensure that its privacy policy permits the behavioral targeting contemplated by such product. S4T Group may, but is under no obligation, to insert or otherwise make visible from the Proxy Site, links to one or both of the Marketing Policies (as described in Schedule 1). Advertiser understands and acknowledges that its failure to ensure that its privacy policy complies with the foregoing requirements may expose Advertiser to liability which shall be fully indemnified by Advertiser. Without limiting Advertiser's obligations hereunder, S4T Group may, but is under no obligation, to require Advertiser to modify its privacy policy at any time. In the event that S4T Group requires the Advertiser to modify its privacy policy, the Advertiser shall do so within three (3) days of notice.

9. Advertising Content/Keywords.

(a) Ad Content. Advertiser will deliver all content required for any Ad to S4T Group. If such content does not conform to S4T Group's or any Publisher’s specifications, then S4T Group or the Publisher may, in its sole discretion, modify or reject such Ad to meet Publisher or other technical requirements or to address Campaign performance issues. If rejected, S4T Group will then refund any applicable amounts paid in advance. Advertiser acknowledges that it may be limited in its ability to make further modifications to its Ads after they have been delivered to S4T Group. The acceptance of an Ad does not constitute approval or endorsement of the Ad by S4T Group or by any Publisher, for purposes of this Agreement or otherwise.

(b) S4T Group Creative Services. Except as may be otherwise provided in any of the Product Terms, if Advertiser requests that S4T Group create an Ad or provide other creative services, Advertiser will remain fully responsible for ensuring that the content is complete, accurate, is non-infringing and complies with applicable law. With respect to an Ad created by S4T Group, as between Advertiser and S4T Group, S4T Group shall retain ownership of the design elements of the Ad, excluding any trade name, trademark, service mark or logo of Advertiser or other proprietary elements of Advertiser that may be included within the Ad, but that predate the creation of the Ad.

(c) Keywords. With respect to PPC, S4T Group shall have discretion to select the individual words or phrases (“Keywords”) to be used in connection with the Campaign. Advertiser may also request the use of certain Keywords. While S4T Group will use reasonable efforts to use these Keywords, S4T Group makes no guarantees that all such Keywords will be used. To the extent that S4T Group uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to Advertiser. To the extent that Advertiser elects to use Keywords that include the names of its competitors or trademarked terms (“Competitor Keywords”), Advertiser does so at its own risk and acknowledges and agrees that it bears all liability associated with such action. Without limiting the foregoing, Advertiser further acknowledges that S4T Group may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so.

10. Licenses. During the Campaign Period, Advertiser hereby grants to S4T Group and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit (a) any Ad delivered hereunder in accordance with the terms of the Agreement and (b) the Existing Site, including but not limited to any trademarks, to the extent necessary for S4T Group to perform the Services. Except as set forth in Section 9(b) above, title to and ownership of all intellectual property rights of all Ads and associated Advertiser intellectual property shall remain with Advertiser or its third party licensors. In addition, Advertiser agrees that S4T Group may, during the Campaign Period and thereafter, include Advertiser's name (including any trade name, trademark, service mark and logo) and any Ad provided hereunder on S4T Group's customer list, and in its marketing materials, sales presentations and the S4T Group Properties.

11. Advertiser Representations, Warranties and Covenants. Advertiser is solely responsible for any liability arising out of or relating to the Existing Site, any Ad or any content provided by Advertiser hereunder and any material to which users can link through such Ad (“Linked Content”). Advertiser represents, warrants and covenants that the Existing Site, the Ads and Linked Content, and any portion thereof, do not and will not: (a) infringe on any third party's copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Advertiser further represents, warrants and covenants that the product or service that is being (or will be) promoted through any Campaign including any Ad and Linked Content is (x) lawful and (y) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

12. Indemnification. Advertiser will indemnify, defend (with counsel reasonably acceptable to S4T Group) and hold harmless S4T Group, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys' fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach Advertiser of any representation, warranty, covenant or other obligation contained in these Advertiser Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by Advertiser or anyone using Advertiser’s account; (iii) the sale, license or provision of Advertiser's goods or services; (iv) Advertiser’s use of Competitive Keywords; (v) S4T Group's provision of the Tracking Services, including without limitation alleged violations of HIPAA or other federal or state privacy and related laws and regulations; or (vi) any other act, omission or misrepresentation by Advertiser. S4T Group reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Advertiser. If S4T Group does assume the defense of such a matter, Advertiser will reasonably cooperate with S4T Group in such defense. Advertiser will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without S4T Group's prior written consent.

13. Agency. Advertiser represents and warrants that, in the event it is purchasing advertising on behalf of another company, it has been authorized by each such company to act as its agent in all respects relating to this Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, Advertiser agrees on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Advertising Terms. Advertiser and each such company shall be jointly and severally liable for fulfillment of Advertiser’s obligations under this Agreement, including all payment obligations.

14. Confidentiality. Except as may be required by applicable law, Advertiser shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without S4T Group's prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, Advertiser may not disclose any Confidential Information regarding S4T Group. “Confidential Information” means information about S4T Group's (or its suppliers’) business, products, technologies (including the Platform), strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by S4T Group. Confidential Information will not include information that Advertiser can establish is in or enters the public domain without breach of this Agreement.

15. DISCLAIMER OF WARRANTIES. S4T Group PROVIDES THE PLATFORM AND ALL ADVERTISING SERVICES PERFORMED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD OR OTHER ADVERTISING PRODUCTS OR SERVICES. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD OR OTHER ADVERTISING PRODUCTS OR SERVICES, S4T Group's SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. S4T Group DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. S4T Group WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO BREACH INTELLECTUAL PROPERTY LAWS OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM ADVERTISER’S ACCESS TO OR USE OF THE OFFERINGS; (iv) UNAUTHORIZED ACCESS TO OR USE OF S4T Group's SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE S4T Group SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE S4T Group SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE S4T Group SERVICES; OR (viii) MATTERS BEYOND ITS OR THEIR REASONABLE CONTROL. S4T Group DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM S4T Group OR THROUGH THE S4T Group SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE ADVERTISING SERVICES TERMS.
Without limiting the generality of the foregoing, S4T Group makes no guarantees with respect to the performance or placement of any Ad or Campaign.

16. LIMITATIONS OF LIABILITY.
(a) NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) ADVERTISER’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO ADVERTISER’S CONFIDENTIALITY OBLIGATIONS AND (III) ADVERTISER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(b) LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL S4T Group's CUMULATIVE, AGGREGATE LIABILITY TO ADVERTISER OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY S4T Group HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, S4T Group SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, PROVIDED SUCH “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to Advertiser. To the extent S4T Group may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of S4T Group's liability will be the minimum permitted under such law.

(c) Timing of Claims. Advertiser agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.

(d) Acknowledgement. Each party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

17. Third Party Beneficiaries. Advertiser understands and acknowledges that the Publishers are intended third party beneficiaries of Sections 9, 10, 11, 12 and 16.

18. Miscellaneous.

(a) Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles. Advertiser agrees to submit to jurisdiction in Florida and further agrees that any cause of action arising under this Agreement must be brought exclusively in a court in the county of Palm Beach, Florida.

(b) Entire Agreement/Amendment. This Agreement (which includes the IO, Schedule 1, all applicable Product Terms and any payment authorization forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties.

(c) Notices. Any written notices to S4T Group required under this Agreement shall be provided by registered mail with proof of delivery to S4T Group's then current corporate headquarters address (as shown on www.S4T Group.com), Attn: General Counsel and  by email to info@S4T Group.com. Notices shall be deemed delivered 72 hours after posted in the mail.

(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

(e) Assignment. Advertiser may not assign this Agreement without the prior written consent of S4T Group. The parties' rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

(f) Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

(g) Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
IMPORTANT: THESE SPECIAL TERMS PERTAINING TO TRACKING SERVICES, INCLUDING S3Track®, (THE “TRACKING TERMS”) ARE REFERRED TO IN THE S4T Group, INC. (“S4T Group” OR “WE”) ADVERTISING SERVICES TERMS AND CONDITIONS, AS SAME MAY BE AMENDED, MODIFIED OR RESTATED FROM TIME TO TIME (THE “ADVERTISING TERMS”) AND ARE INCORPORATED THEREIN. PLEASE READ THIS AGREEMENT CAREFULLY. YOUR EXECUTION OF AN INSERTION ORDER (“IO”) FOR ADVERTISING SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TRACKING TERMS. WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TRACKING TERMS AT ANY TIME. WE SHALL PROVIDE NOTIFICATION OF CHANGES IN THESE TERMS BY UPDATING THE LAST MODIFIED DATE SET FORTH ABOVE. ALL SUCH CHANGES SHALL BE BINDING UPON YOU ONCE POSTED ON OUR WEBSITE OR PROVIDED TO YOU.

1. Defined Terms.

(a) Destination Page: refers to the Web page to which the consumer will be directed to as part of the Campaign, such as the Advertiser’s Existing Site, a Standard Landing Page,or  the S4T Group Properties.

(b) Destination Page Tracking: refers to the tracking of visits to the Destination Page.


(c) Phone Tracking: refers to the tracking by S4T Group of phone calls received by Advertiser, which is accomplished by S4T Group or its third party provider providing tracking phone number(s) (each, a “Tracking Number”) that will be dynamically displayed on the Destination Page in lieu of Advertiser’s phone number(s) and that will forward to Advertiser’s phone number(s). Advertiser acknowledges that it does not own and will not, as the result of this Agreement, obtain any ownership interest in the Tracking Numbers.



(d) Standard Landing Page: refers to a web page which S4T Group may provide to an Advertiser that does not already have its own site. The Standard Landing Page will consist of a basic Web page with information provided by Advertiser located at a url owned by S4T Group. Advertiser agrees that S4T Group may restrict the ability of Advertiser to modify or request modifications to Advertiser’s Standard Landing Page once the Campaign has commenced. Upon the conclusion of the Campaign Period, S4T Group retains ownership of Advertiser’s Standard Landing Page.

(e) Offer Page Tracking: refers to the tracking of online promotional offers, which may require consumers to provide registration information. Advertiser is responsible for providing the terms and conditions and the privacy policy governing the offer page.

(f) Tracking Services: refers to any or all of: Destination Page Tracking, Offer Page Tracking, Web Event Tracking or Phone
Tracking.

(g Web Event Tracking: refers to the tracking of specific events on Advertiser’s site (e.g., number of visits to a contact page).
Terms not defined herein shall have the meaning set forth in the Advertising Terms.

2. Tracking Services. S4T Group shall provide such of the Tracking Services, as it deems appropriate, in its sole discretion, to enable Advertiser to assess the performance of any Campaign. For PPC, S4T Group shall provide any of the three options, as set forth on the IO: (i) Web Tracking, which shall include Landing Page Tracking, Destination Page Tracking, and Web Event Tracking; (ii) Phone Tracking; or (iii) Web Tracking and Phone Tracking which shall include both (i) and (ii).

(a) Tracking Services Data Retention. Advertiser acknowledges that S4T Group is not obligated to keep and maintain any data obtained as the result of the Tracking Services for more than 30 days after the collection of any such data (including Call Recordings (as defined below).

(b) Implementation of Tracking Services. In order to implement the Tracking Services, Advertiser acknowledges that tracking codes provided by S4T Group must be added to the source code of the Advertisers site. S4T Group may, but is not obligated to, include any or all of the following:

i. Deploy click tracking code to track the pages that users may access as a result of the Campaign. S4T Group or its Publishers may place cookies or similar online tools on the Advertiser’s website to (A) effect the foregoing Tracking Services, (B) provide for Ad tracking (to enable S4T Group to determine effectiveness of advertising, when applicable), and (C) enable S4T Group or its Publishers to show a consumer Ads of Advertiser as the consumer navigates to third party Web sites. Advertiser acknowledges that such cookies may be used for the benefits of both Advertiser and for third parties.

ii. A phone tracking code will be provided to dynamically display a tracking number on the Advertiser’s Website.  The code provided by S4T Group must be added to every instance of the original phone number on the Advertiser’s website.

iii. Google Analytics will also be provided to ensure proper tracking and for data collection.

iv. It is the Advertiser’s responsibility to add the codes provided by S4T Group to the Advertiser’s website.  S4T Group will provide the codes, instructions and reasonable assistance with implementing the codes as needed.

v.  S4T Group is not liable for any impact to the Campaign performance if the codes provided to the Advertiser are not properly implemented on the Advertiser’s website.

(d) Notice of Changes to Existing Site. Advertiser hereby acknowledges that changes to the Existing Site (including any tracked phone numbers) will result in the failure of the Tracking Services. Therefore, to avoid disrupting the Tracking Services, Advertiser shall provide S4T Group with at least ten (10) business days’ prior written notice of any changes to the Existing Site (including any url changes). S4T Group will not be responsible for any failure of the Tracking Services resulting from Advertiser’s failure to provide timely notice of changes to the Existing Site and any such failure will not excuse Advertiser’s obligations to pay all amounts owed under any applicable IO.

(e) Tracking Services Disclaimer. S4T Group cannot and does not guarantee that any of the Tracking Services will track every instance of activity that is intended to be tracked. Without limiting the generality of the foregoing, the Tracking Services may not fully function in the following circumstances, among others:

i. If the Existing Site significantly uses Flash or embedded images;

ii. When the consumer has disabled the use of cookies; or

iii. When Advertiser has used the incorrect tracking url.

3. Special Terms for Phone Tracking.

(a) Provisioning Tracking Numbers. Advertiser acknowledges that, for local Advertiser phone numbers, S4T Group will first try to provision a local Tracking Number and then a number in the same area code as Advertiser, but, in the event such Tracking Numbers are not available, Advertiser hereby gives S4T Group permission to provision a toll-free Tracking Number instead.

(b) Advertiser’s Options. At Advertiser’s option, as reflected on the IO, Phone Tracking, may include the following features (collectively the “Call Tracking Features”): Call Recording (where a recording is made of inbound phone calls attributable to the Campaign) and Caller ID (where the phone number of the caller is used to look-up their name and address). By electing the Call Tracking Features, Advertiser represents, warrants and covenants that it has and will have all necessary rights to implement such tracking features. Advertiser acknowledges that S4T Group disclaims any and all liability that may arise as the result of the implementation of any of the Call Tracking Features.

(c) Call Recording Specifics. In connection with Call Recording, Advertiser understands that an initial recording shall be played to consumers at the outset of calls to Advertiser, which shall, among other things, notify the consumer that the call is being recorded. In addition, Advertiser will advise its employees that its calls may be recorded. All such recordings and notifications shall comply with relevant and applicable laws, regulations and practices. Advertiser understands and agrees that any attempts to disrupt or prevent the playing of the recording or its failure to advise its employees of the recording may expose Advertiser to substantial liability.

(d) Call Review. For purposes of quality assurance, Campaign assessment and all other lawful purposes, S4T Group may, but is not obligated to, access and review all Call Recordings.

(e) Usage Limitations. Unless otherwise agreed to by S4T Group in writing, call minute usage shall be limited to 60 minutes of call time per Tracking Number for each Campaign Period.

(f) Call Blocking. S4T Group may, in its sole discretion, choose to block third-party phone numbers from being able to call the Tracking Phone Numbers.

4. Tracking Services.  For Tracking Services, the Campaign Cycle is each 30-day period in which the services are provided during the Campaign Period, unless earlier terminated by the parties as provided herein.

5. HIPAA Considerations. To the extent that (i) Advertiser is covered by the Health Insurance Portability and Accountability Act (“HIPAA”) and codified at 45 C.F.R. parts 160 and 164 (“HIPM Regulations”) and (ii) Advertiser elects the Tracking Services, Advertiser acknowledges and agrees to the following:

(a) Advertiser acknowledges that any PHI or ePHI (as defined below) collected hereunder is being done so at the express request of Advertiser. Protected Health Information (“PHI”) and Electronic Protected Health Information (“ePHI”), respectively, as defined in 45 C.F.R. §160.103, are for the purposes of this Agreement limited to the information S4T Group (or its third party service providers) received from or created or received on behalf of Advertiser in connection with the marketing services provided by S4T Group.

(b) Advertiser hereby expressly authorizes S4T Group and third party call service providers to collect the PHI and ePHI as necessary and proper to effect the call recording services contemplated hereby and by the Advertising Terms.

(c) Advertiser represents and warrants that it has all necessary rights to collect such information and it will use any such information collected only in strict compliance with all applicable legal requirements. Should Advertiser’s rights to collect such information ever be impaired, it shall promptly notify S4T Group in writing.

(d) Should Advertiser ever receive a complaint from a consumer, governmental agency or quasi-governmental agency for matters arising out of or relating to this Addendum, it shall immediately notify S4T Group in writing.
6. Effect of Termination. Upon termination of the Agreement, S4T Group's obligation to provide the Tracking Services shall immediately terminate together with its obligations to forward to Advertiser calls to the Tracking Numbers.

 Cancellation Terms

The following Cancellation Terms (the "Cancellation Terms") supersedes the S4T Group terms and conditions and Advertising Services Terms and Conditions (the "Client Terms," and along with each Insertion Order, the "Agreement"). In the event of any conflict between these Cancellation Terms and the Client Terms, these Cancellation Terms shall control. Except as hereby expressly modified, the Client Terms and each Insertion Order remain in full force and effect in accordance with their terms. Terms not defined herein shall have the meaning set forth in the Client Terms.

Cancellation for Convenience. (a) Advertiser may cancel any current PPC, Remarketing, Empower Chat, or SEO Campaign (referred to herein as an " Campaign") at any time and for any reason by emailing [email protected] and unless Advertiser pays the Cancellation Fee (as described below), such termination will be effective as of the later of (a) completion of the Minimum Number of Months for the  Campaign set forth on the Insertion Order or (b) completion of one full Campaign Month after submission of the Cancellation Notice (for example if Advertiser gives the Cancellation Notice while Advertiser is in the middle of the 6th Campaign Month the termination will be effective after completion (and payment) through and including the 7th Campaign Month. (b) S4T Group may terminate any  Campaign at any time for any reason on written notice to Advertiser (which may be provided by email).

Cancellation Fees. If Client wishes to cancel their website lease immediately (without having completed the Minimum Number of Months for such  lease as set forth on the Insertion Order), Client  may do so, but Client will have to pay the remaining payments of the lease term agreed upon in the insertion order. If a lease buyout option exists, and client wishes to cancel their website immediately, (without having completed the Minimum Number of Months for such  lease as set forth on the Insertion Order), Client  may do so, but Client will have to pay the remaining payments of the lease term agreed upon in the insertion order and at that time may elect to exercise their lease purchase option, but only after the required lease payments have been made as set forth in the Insertion Order.

If Advertiser wishes to cancel any current  Campaign immediately (without having to complete the Minimum Number of Months for such  Campaign as set forth on the Insertion Order or fulfilling the one Campaign Cycle cancellation notice period, as set forth above), Advertiser may do so, but Advertiser will have to pay a cancellation fee equal to either (a) 50% of any unpaid portion of the  Campaign's Minimum Number of Months, or (b) if the Minimum Number of Months has been completed, 50% of the amount payable during the one Campaign Cycle notice period set forth above (the "Cancellation Fee"). In no event will any refund be payable to Advertiser as the result of cancellation by Advertiser of any  Campaign. The following are two examples:

(i) If the Insertion Order includes an  Campaign with a Minimum Number of Months of six at $1,500 per Campaign Cycle, and you wish to immediately terminate after one Campaign Cycle, Advertiser will be obligated to pay $2,250 as a Cancellation Fee (which is 50% of the unpaid portion of the Minimum Number of Months.

(ii) If the Insertion Order includes an  Campaign with a Minimum Number of Months of six at $1,500 per Campaign Cycle, and you wish to immediately terminate after six Campaign Months, Advertiser will be obligated to pay $750 as a Cancellation Fee (which is 50% of the amount payable during the one Campaign Cycle notice period set forth above).

S4T Group may charge the Client Credit Card for the Cancellation Fee or S4T Group may invoice Advertiser for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation under this section shall take effect until the Cancellation Fee has been paid, meaning that S4T Group may continue the campaign, and Advertiser shall continue to be obligated to pay for the campaign in accordance with the terms of the Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather is a reasonable amount of liquidated damages to compensate S4T Group for Advertiser's termination of an  Campaign.

EmpowerChat

EmpowerChat Limitation of Liability: In no event will S4T Group be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover, or indirect, special, incidental, or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the products and/or service or support provided under this agreement as applicable, whether arising in contract or tort, or any other legal theory, including negligence, or whether arising from mistakes, omissions, interruptions deletion of files, errors, defects, viruses or other malicious code, delays in operation of transmission, or the delay or failure of performance the support provided under this agreement, even if S4T Group has been advised of the possibility of such damages. In no event will S4T Group’s liability arising from or relating to this agreement exceed the aggregate amount of payments received by S4T Group from reseller under this agreement during the one (1) month period immediately preceding the date of the claim. Additionally, in no event will S4T Group be liable for any claim brought by reseller more than six months after the cause of action arose or reasonably should have been discovered. The foregoing limitations shall not apply in the event of any claim for infringement or other violation of intellectual property rights.

Appendix A

FUTURE CONSIDERATIONS

The Admin Panel is built for *future expansion. There are many other features that may be included into the admin panel. In addition to the features included in the options packages, any features may be available to be added either immediately or any time in the future. These tools will help streamline your workflow and client interaction.

*The future expansion features are not included in the proposed scope of work and may be added at any time.

Appendix B

Appendix C

Minimum Server Requirements

Windows Server 2003 or greater

ASP .net 3.5 Framework support

AJAX support

SQL server 2008

IIS with Windows 2003 or 2008

SMTP server support for email sending features

Hosting requires full trust, and many shared hosting providers don't offer this, so if you don’t have dedicated hosting, then we recommend you host with us for fraction of cost of dedicated server.