PROSPECT GENIUS ADVERTISING SERVICES Terms of Service

1. INTRODUCTION. Prospect Genius, located at 279 Troy Road, Rensselaer, NY 12144, (or “We,” “Us,” “Our”) agrees to provide you (“Advertiser”) with Advertising Services (defined in Section 3 below), subject to the Advertiser’s compliance with the Terms of Service hereafter outlined (the “Terms of Service”). Please read the Terms of Service carefully. As an advertiser engaging Prospect Genius for our Advertising Services, Advertiser agrees to be bound by these Terms of Service, both for current and for any additional services for which it may contract with us, including all payment terms (collectively, the “Agreement”). By “Advertiser,” as we use that term herein, we mean you, whether you are using the Advertising Services yourself, or whether you are securing the advertising services as agent for the actual advertiser. In the latter case, you represent that you have authority to legally bind the advertiser you are representing, and both you and the advertiser you are representing are jointly and severally bound as if you each separately consented to this Agreement.

2. MODIFICATIONS. Any modifications to the terms of the agreement between Advertiser and Prospect Genius shall be made in writing. Modifications must be made by an authorized officer of Prospect Genius; no member of our sales team has the authority to modify the Terms of Service. Advertiser understands that we may modify our standard Terms of Service and service offerings from time to time, and that we reserve the right to adjust the pricing of such services, effective upon the next automatic renewal date of the affected Advertising Service(s), after not less than thirty (30) days’ advance written notice to Advertiser.

3. DEFINED TERMS. (1) “Advertising Services” are the products and/or services by which we will market Advertiser’s business/services through various online methods. (2) “Order Date” shall refer to the date when the request for Advertising and payment information are submitted to us by Advertiser. (3) “Advertiser Content” means any content provided by Advertiser and used by us in providing the Services, including Advertiser’s brand features, text, and images provided by Advertiser, the content of Advertiser’s website that we use to create a CoreSite, and any third-party logos (e.g., society memberships). (4) “Our Content” means any content that is not Advertiser Content.

4. PAYMENT AND FEES.
1. PAYMENT: Payment is due prior to work commencing and is non-refundable.
2. CHARGEBACKS. In the event that Advertiser files a chargeback with his/her credit card provider for fees paid to Prospect Genius, Advertiser shall incur an additional fee of $50 for each chargeback filed, regardless of outcome. Advertiser acknowledges that once a chargeback has been filed, Prospect Genius will immediately suspend all until the payment has been restored or an additional but equal payment has been made in its place.

3. AUTHORIZATIONS: Advertiser represents that it either owns or has been given permission to use the method of payment used to purchase Advertising Services and that Advertiser, and not Prospect Genius, shall be responsible for the full amount of any unauthorized or illegal transactions, in addition to any other applicable fees or penalties.

5. TERMINATION OF AGREEMENT; CANCELLATION AND SUSPENSION OF SERVICES.
You cannot cancel the payment. Once your payment is made, we allocate resources to the project. This cannot be undone and creates real costs on our end.
Prospect Genius may terminate this Agreement or cancel any of the Services at our discretion at any time.

6. PERSONAL INFORMATION. By agreeing to these Terms of Service, Advertiser also agrees to receive information from us regarding Advertiser’s account, and about the Advertising Services provided to Advertiser (together “Service Messages”). Advertiser also agrees to receive marketing information from us about our promotions or announcements or offers to provide additional or enhanced services (“Marketing Messages”). During the time that Advertiser is receiving the Advertising Services, Advertiser cannot opt out of the Service Messages.
7. ADVERTISER REPRESENTATIONS AND WARRANTIES. Advertiser represents and warrants to us, and to our Promotional Partner if applicable, that for and continuing throughout the term of this Agreement:
1. This Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms;

2. Advertiser is responsible for its own responsiveness to communications and inquiries from us and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Advertising Services;

3. Information or data that Advertiser (including its agents or representatives) has provided or will provide for Advertising Services is and will be both accurate and complete to the best of Advertiser’s knowledge;

8. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER. Advertiser acknowledges and agrees that it will not hold us, or our Promotional Partner if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. Advertiser further acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Advertiser. Advertiser will give us timely notice and allow us a reasonable opportunity thereafter to cure any identified errors or omissions. We make no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions, click-throughs, or leads and any promotional effect or return on investment thereof.

In no event shall we, or our Promotional Partner if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor or material shortage, carrier interruption of any kind, or work slowdown.

9. SUCCESSORS AND ASSIGNS. Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Advertiser, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. Advertiser agrees that any of its agents, representatives, employees, or any person or entity acting on its behalf with respect to the use of the Advertising Services, shall be bound by, and shall abide by, these Terms of Service.

10. DISPUTES. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof (“Dispute”), the parties hereto shall use their best efforts to settle the Dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

11. CHOICE OF LAW AND FORUM. This Agreement and the relationship between Advertiser and us shall be governed by the laws of the state of New York applicable to contracts entered into and performed in New York by residents thereof. Any claim by either party hereto against the other party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in the county of Saratoga, state of New York.

12. ATTORNEYS’ FEES. In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the nonprevailing party.

13. HEADINGS. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents thereof.

14. WAIVER. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach or default of this Agreement.

15. ENTIRE UNDERSTANDING. This document, in coordination with the product-specific (SERVICES) section of any previous Terms of Service you have agreed to, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitute the entire understanding and agreement of the parties.

16. NO THIRD-PARTY BENEFICIARIES. The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties, and where indicated, Promotional Partner, or their respective successors or permitted assigns.

17. SURVIVAL. The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.

18. SEVERABILITY. In the event that any clause, term, or provision of this Agreement is found to be unenforceable or otherwise disfavored under law or public policy such that a court of law would not enforce the same, then the same shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect, and applied in a manner that most closely fulfills the original intent of the parties hereto.

19. GOOGLE BUSINESS PROFILE RESCUE. Advertiser authorizes us to act as an agent of Advertiser for the purposes of interacting with Google to cause the reinstatement of a suspended Google Business Profile ("GBP") and, if necessary, creating a new business listing on Google’s business listing platform “Google Business Profile” aka “Google My Business” aka “Google+ Local” aka “Google Places” aka “Google Maps.”
We will modify and/or augment the information in the Advertiser’s GBP as we deem necessary to improve the accuracy, completeness, and relevancy of the GBP.

1. Term of Agreement. The term of this Advertising Agreement commences on the Order Date and terminates upon the completion of all items in the Scope of Services section of this agreement. If we are unable to complete the Scope of Services due to any action or inaction by Advertiser, the Agreement shall be deemed fully satisfied and terminate 21 days after the Order Date.

2. Scope of Services. We will attempt to induce Google to reinstate Advertiser’s one (1) existing GBP. If we are unable to induce Google to reinstate the GBP, we will build a new GBP for Advertiser. We will then monitor the GBP to ensure it stays active for 14 days. If the GBP is suspended or otherwise removed within that 14 day period, we will restart the process of attempting to induce Google to reinstate the GBP. If we are ultimately unable to induce Google to reinstate the GBP, we will advise Advertiser about the situation and provide suggestions about how Advertiser may best proceed from that point.

3. Advertiser agrees to:

1. Provide to us the user name and password for Advertiser’s Google account containing the GBP to be rescued.

2. Grant access to said Google account for 30 days from the Order Date or until the Scope of Services has been satisfied, whichever is shorter.
3. Make or receive communications to/from Google as-needed throughout the process. This includes, but is not limited to sending and receiving phone calls, participating in video chats, and sending and receiving emails to/from Google.

4. Refrain from making any changes, or cause any other party to make changes, to the GBP or any other GBP containing any name, address, phone number, or website that matches the GBP being rescued by Prospect Genius until the Term of this agreement has expired.

5. Provide true and accurate information to Prospect Genius concerning the historical events related to the GBP and any actions previously taken that may in any way impact the GBP's status.