Terms and Conditions for PUSHMAN ONLINE Ltd.
## 1. PURCHASE OF ADVERTISING SERVICES
PUSHMAN ONLINE Ltd. ("Pushman Online") sells to the client, who purchases the services described in the attachment of this contract (the "Advertising Services") for the indicated monthly or lump sum fee (the "Fees") and pursuant to the current Terms and Conditions (the "Contract"). Following the date of execution of this Contract, Pushman Online will, on or about the date indicated, provide the Advertising Services, publish the print advertisement in selected directories, and begin offering the digital advertisement in digital (electronic or mobile) directories. The terms and conditions found at [Microsoft Advertising Agreement](https://about.ads.microsoft.com/en-us/resources/policies/microsoft-advertising-agreement) govern any advertising content served on the Microsoft Advertising Network. Website services include the creation and development of a website (the "Website"), domain registration, and website hosting and support. If the client has an existing domain, it shall be transferred to Pushman Online solely for providing the Advertising Services. Upon termination of this Contract, provided the client is not in default of payment of Fees, Pushman Online will transfer the domain back to the client (fees may apply). The client is responsible for all third-party or registrar transfer fees.
## 2. COLLABORATION
The client shall respect stipulated product fulfillment timelines and provide Pushman Online all information as may be reasonably required to fulfill its obligations under this Contract. Should the client not provide all required information, is unreachable despite numerous attempts, or fails to respect stipulated product fulfillment timelines, Pushman Online, after reasonable effort to communicate with the client, may begin billing the client the Fees and, if possible, provide the Advertising Services as is.
## 3. APPROVAL OF THE CLIENT'S CREDIT
The client acknowledges that this Contract is strictly conditional upon Pushman Online's approval of the client's credit.
The client acknowledges that Pushman Online may conduct all usual commercial credit inquiries with third parties regarding the client's solvency and credit score and disclose to third parties (such as Equifax) information regarding the client's credit to update the client�s credit file. Any personal credit inquiries will require the written consent of the client.
The client agrees that in the event of any changes in the client�s Advertising Services (such as an increase in spending) and/or credit status (such as default or late payments), Pushman Online may at its sole discretion review the client�s credit and request additional credit conditions.
Pushman Online may cancel this Contract if it deems, at its sole discretion, that the client's credit is not satisfactory.
The client acknowledges that failure to meet and fulfill required credit conditions on time could impact Pushman Online�s delivery of the Advertising Services.
## 4. VARIABLE TERM AND AUTOMATIC RENEWAL
Unless the product description states otherwise, this Contract and the Advertising Services are automatically renewed for consecutive subsequent periods (each a "Renewal Period") equal in length to the initial term (the "Initial Term") (Renewal Period and Initial Term collectively referred to as the "Term"), unless the client gives Pushman Online written notice of non-renewal at least 45 days (or at least 90 days for any print advertising) (individually and collectively the �Non-Renewal Delays�) before the end of the Initial Term or any Renewal Period.
The client acknowledges that Pushman Online may, from time to time, change the date of closing or publication of the print directory relating to the Advertising Services purchased, and that any Initial Term or Renewal Period, typically of 12 months, may be reduced or increased at Pushman Online's sole discretion, with the corresponding Fees reduced or increased proportionally to the reduction or increase in the Initial Term or the Renewal Period. No adjustment to the Fees shall be made when the Initial Term or Renewal Period is not reduced or extended by more than 1 month.
## 5. INCREASE OF FEE
The Fees due pursuant to this Contract may be increased annually by Pushman Online in accordance with its standard practices. The client shall pay Pushman Online the increased Fees upon receipt of a notice of increase from Pushman Online.
## 6. FEES AND LATE CHARGES
The client undertakes to pay the Fees due pursuant to this Contract immediately upon receipt of Pushman Online's invoice, which may be included in the client's telephone service provider's invoice or forwarded directly by Pushman Online. Fees may include monthly service, setup, activation, reconnection, administrative fees, and any applicable taxes. If any amount owing by the client under this Contract is overdue by 45 days or more, an interest rate of 1.00% per month compounded monthly (12.68% per year) applies to any amount remaining unpaid after the due date.
Pushman Online may charge the client for additional costs related to account activities including suspensions, disconnection, reconnection costs, as well as collection efforts due for non-payment, returned or rejected payments (which shall also be considered as Fees). A non-sufficient funds fee of $25 will apply to any payments returned from the client�s financial institution.
Credit of $5.00 or less on the final statement/invoice will not be reimbursed.
## 7. DISPUTED FEES
The client may question or dispute any Fees. The client must do so within 90 days of the disputed invoice date; otherwise, the client shall be deemed to have accepted the invoiced Fees. If Pushman Online believes that the client�s disputed amount(s) is well founded, then the disputed amount(s) shall not be considered past due.
## 8. BILLING INFORMATION
The client is responsible for ensuring that the billing information and payment information (including but not limited to name, mailing address, email address, telephone number, credit card information, and/or banking information) are accurate and current. By providing its credit card, banking information, or any other preauthorized payment method to remit a payment, the client authorizes Pushman Online to charge the client�s credit card or bank account for all Fees or amounts due under this Contract. The client must notify Pushman Online of any changes to the billing and payment information. Should the client fail to update its billing information upon change with Pushman Online, Pushman Online may charge the client for any associated Fees it incurs as a result of said failure.
## 9. EARLY TERMINATION BY PUSHMAN ONLINE
Pushman Online may terminate this Contract or any portion of the services provided hereunder at any time for any reason by providing the client with a thirty (30) day written notice. Unless terminated because of the client�s Default, Pushman Online shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by Pushman Online to the client as full and final settlement and satisfaction of Pushman Online's entire liability for any loss, damages, costs, and/or expenses suffered or incurred by the client arising from an early termination.
## 10. EARLY TERMINATION BY THE CLIENT
The client acknowledges that the Term is a material element of this Contract and an essential consideration for Pushman Online's agreement to offer the Advertising Services. The client shall not unilaterally terminate this Contract.
For clients located in territories where applicable, the client specifically renounces its right to terminate this Contract during the Initial Term as provided by local laws. For any Renewal Period, the client may terminate this Contract for any reason by providing Pushman Online with 3 months� prior written notice, and the client shall then pay Pushman Online any amount owing under this Contract in respect of services which shall have been provided, or any amount incurred by Pushman Online, up to the effective date of termination.
## 11. DEFAULT
The client shall be in default of this Contract should any one of the following occur: (a) the client does not pay the Fees due pursuant to this Contract; (b) the client ceases doing business; (c) the client reproduces either a portion of or in its entirety the Advertising Services created by Pushman Online in any other media without Pushman Online's written consent; (d) the client doesn�t fulfill or respect its credit conditions; or (e) the client breaches any other obligations under the Contract (hereinafter collectively referred to as a "Default").
On the occurrence of any Default, Pushman Online may, without any liability, terminate this Contract immediately and/or suspend the Advertising Services upon 48-hour notice. Furthermore, in case of termination, all Fees for the remaining Term under this Contract shall become immediately due and payable to Pushman Online as liquidated damages.
## 12. NO REPRESENTATIONS BY PUSHMAN ONLINE; NO WARRANTY OF SUCCESS FOR THE CLIENT
The client acknowledges that, in order to promote the Advertising Services, Pushman Online may convey data, including statistics, estimates of performance, or other types of information, which illustrate the results obtained by certain Pushman Online clients, or average results obtained by certain groups of Pushman Online clients. Pushman Online declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that Pushman Online does not conduct any analysis regarding the client's business, and that consequently, the results obtained by the client may vary considerably from client to client.
## 13. THIRD PARTY CONTENT
The client acknowledges and agrees that Pushman Online may aggregate, display, and publish third-party content related to the client, as well as distribute or publish the client's content to third-party partners of Pushman Online. Further, the client acknowledges and agrees that Pushman Online shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third-party content or the distribution or publishing of the client's content to third-party partners. The client releases Pushman Online from all liability with respect to third-party content
or the distribution or publishing of the client's content to third-party partners.
## 14. CLIENT'S WARRANTY
The client warrants that it is authorized to publish the print advertisement under the heading and in the territory indicated on the reverse side of this Contract, and to display the digital advertisement and the Website. The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client's activities. The client further warrants that it holds all the rights to use the trademarks or trade names included in the print and digital advertisement and the Website and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act, and any other law or statute relating to intellectual property.
To the extent Pushman Online collects or otherwise processes personal information in the course of providing the Advertising Services, the client represents and warrants that Pushman Online is authorized to process such information and that the client has obtained all necessary consents and provided all necessary notices as required under applicable privacy laws.
## 15. LIMITATION AND EXCLUSIONS
The client acknowledges that Pushman Online provides a very large number of advertising services and that errors may thus occur. Pushman Online cannot provide the Advertising Services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, and that such a limitation of liability constitutes an essential consideration of Pushman Online's undertaking to offer the Advertising Services for the Fees agreed upon.
In the case of any error or omission in the Advertising Services, Pushman Online's liability will be limited to the sum of the Fees due pursuant to this Contract for the Initial Term or any applicable Renewal Period for the affected Advertising Services. The client acknowledges that this limitation of liability equally applies to the client's telephone service provider and third-party vendors of Pushman Online, if applicable. The client must notify Pushman Online of any errors or omissions in the Advertising Services within forty-five (45) days of Pushman Online having provided the Advertising Services. Should the client not notify Pushman Online within said notice period, the client shall forfeit all rights related to such errors or omissions.
## 16. MODIFICATIONS TO THIS CONTRACT BY PUSHMAN ONLINE
The client acknowledges that Pushman Online may, from time to time, update these Terms and Conditions and the Advertising Services. Pushman Online may modify the Advertising Services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect. The current version of the Terms and Conditions can be found at [Pushman Online Terms and Conditions](https://pushman.online) or obtained by calling [Pushman Online Customer Service]
## 17. ASSIGNMENT
Pushman Online may assign this Contract or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this Contract without Pushman Online's prior written consent. If the client sells its business or its assets, the client shall promptly notify Pushman Online, and Pushman Online may consent to the assignment.
## 18. PUSHMAN ONLINE'S TRADEMARKS AND PROPERTY OF THE ADVERTISING SERVICES
The client acknowledges that it is not authorized to use Pushman Online's name or any of its trademarks without the prior written consent of Pushman Online. The client also acknowledges that Pushman Online owns the intellectual property rights related to the Advertising Services, including but not limited to the print and digital advertisement, the Website, and video. The client undertakes not to reproduce the same without Pushman Online's prior written consent. Notwithstanding the foregoing, and provided the client is not in default of payment of Fees and as permitted by usage license, upon expiry of the Initial Term, the client may obtain all transferable intellectual property associated with their Website and video. In such event, the client agrees to abide by Pushman Online�s suppliers� license agreements.
## 19. PRIVACY PROVISIONS
Personal information about clients will be used by authorized Pushman Online employees to enable Pushman Online to open and administer the client�s account, meet its obligations under this Contract, and provide the requested Advertising Services to the client. Personal information collected includes names, contact information, payment information, and, in some circumstances, credit history (with the client�s consent). Personal information may be shared with agents or contractors who provide services on behalf of Pushman Online. Written agreements with such agents and contractors ensure that personal information can only be used for the purposes for which it was shared and that these agents and contractors handle the personal information in accordance with Pushman Online's Privacy Policy which may be found at [Pushman Online Privacy Policy](http://example.com/privacy-policy). Some of Pushman Online's agents or contractors are located in the United States or other jurisdictions such as India. As such, personal information may be stored in the United States or other jurisdictions and may be subject to foreign laws, which may require disclosure of personal information to government agencies or law enforcement. The client may address a request for access or changes to their personal information at [Pushman Online Contact](https://pushman.online) or by calling [Pushman Online Customer Service]. Pushman Online may use the client's name, email address, street address, telephone number, and other general business information for the purposes of sending marketing communications about Pushman Online�s products and services. The client can opt-out at any time upon request to Pushman Online's Customer Service and, where applicable, by following the unsubscribe instructions in our marketing communications.
## 20. JURISDICTION
This Contract is governed by the laws of the State of [Your State], USA, where it is entered into.
## 21. LANGUAGE
The parties acknowledge that they have requested that this Contract be drafted in the English language.
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Pushman LLC
276 5th Avenue
Suite 704 - 3199
New York, NY 10001
Fax: (800) 665 1219
Email: [email protected]
Web: https://pushman.online