Workfrom Master Advertising Agreement

If you’ve landed here by mistake and want more information on any of our advertising options, contact us at partners@workfrom.co.

Date: September 15, 2015

1. SCOPE OF AGREEMENT.

This Agreement sets forth the terms and conditions under which the Publisher will provide to Advertiser the (i) Advertising Services (the “Services”) and (ii) any related deliverables (the “Deliverables”), or any subsequent statement of work agreed upon in writing by the Publisher and the Advertiser (the “Parties”) that references this Agreement (the “SOW”). No SOW will be effective unless confirmed in writing or electronic signature by both Parties. Each SOW, and the provision of all Services and Deliverables to the Advertiser, shall be governed by and in all respects subject to this Agreement. In the event of any conflict or inconsistency between the terms or conditions of this Agreement and any provision in an SOW, the conflicting or inconsistent provision in the SOW will have no force or effect unless expressly stated otherwise in the applicable SOW. Changes made to any SOW shall be mutually agreed upon by the Parties in writing. For purposes of this Agreement, agreement by e-mail communication will suffice as written agreement between the Parties.

2. PERFORMANCE STANDARDS AND WARRANTIES.

(a) Publisher warrants that: (i) each of its employees, agents or representatives assigned to provide the Services shall have the proper skill, training and background so as to be able to perform such Services in a professional manner in accordance with the prevailing standards in Advertiser’s industry, (ii) it will perform the Services in a manner consistent with recognized professional advertising standards for the same or similar services, (iii) the Services will be in compliance with all applicable federal, state and local laws, rules, regulations and ordinances, (iv) it shall dedicate such time and resources as necessary to perform the Services on a timely basis, (v) it will deliver to Advertiser information regarding the Services that Advertiser reasonably requests, and (vi) Deliverables provided hereunder do not infringe on any third party proprietary rights or infringe the rights of any other party. (b) Advertiser acknowledges that the timely and successful performance of Services and delivery of the Deliverables requires good faith cooperation by Advertiser. Therefore, Advertiser shall (i) furnish information reasonably requested by Publisher (ii) and timely perform its obligations as necessary to meet the schedule in any SOW. In the event and to the extent that any failure by Advertiser to comply with the provisions of this Section 2 (b) result in delay or non-performance the Services and Deliverables by Publisher, Publisher shall not be deemed in breach of this agreement for such delay and Advertiser shall be responsible for any costs incurred by Publisher at the express request of Advertiser in addressing and remedying such delay. (c) Except as expressly set forth above, Publisher disclaims any and all warranties with respect to the Services and Deliverables, including, without limitation, warranties of fitness for a particular purpose, quiet enjoyment, accuracy, non-infringement, title, merchantability, and those that may arise from any course of dealing or performance.

3. TERM AND TERMINATION.

(a) The length of each term under this Agreement shall be mutually agreed upon by the Parties, in writing, prior to the commencement of performance for any Services, Deliverables, or SOW under this Agreement. E-mail communication will suffice as written communication for this purpose. (b) This Agreement may be terminated by either Party if (i) the other Party materially breaches this Agreement or any SOW and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party, or (ii) there is no SOW outstanding at the time that the terminating party delivers written notice of termination to the other party, or (iii) as described in Section 3(a). In the event of termination, Publisher will invoice Advertiser and Advertiser will pay Publisher for any outstanding work and related expenses through the effective date of termination, provided that upon Publisher’s receipt of Advertiser’s notification of termination, Publisher will cease performing any work not necessary for the orderly wind down of the Services and reassignment of related personnel. (c) Upon any such termination, without prejudice to any other rights or remedies which the parties may have (ii) all rights and obligations of the parties shall immediately cease, and (ii) Advertiser shall pay to PUBLISHER the full amount of any undisputed outstanding fees due hereunder. Sections 4.0 through 11.0 shall survive termination of this Agreement for any reason.

4. FEES AND PAYMENTS.

Fees for all Services and Deliverables provided under this Agreement will be as set forth in the applicable SOW. If a particular SOW does not specify a specific payment due date, Advertiser agrees to pay to Publisher all amounts owed under such invoices within 30 days of their issuance. All payments shall be made in currently available funds payable as set forth in the applicable SOW.

5. SUPPLIES AND EQUIPMENT.

Each party shall retain and own all right, title and interest to any and all technology, content, confidential information, works of authorship, and other intellectual property owned or licensed by such party before the Effective Date or acquired or developed by such party at any time thereafter other than in the course of performing such party’s obligations under this Agreement.

6. OWNERSHIP OF DELIVERABLES.

(a) Unless expressly stated otherwise in an SOW, Advertiser will retain all right, title and interest in and to all Deliverables (including any and all intellectual, property rights therein) and Publisher hereby irrevocably assigns to Advertiser any and all ownership rights it may have in or to such Deliverables (including any and all intellectual, property rights therein). After provision of Deliverables in any SOW, Publisher shall not make modifications to or create derivative works of any Deliverables without written permission from Advertiser.(b) Advertiser retains all right, title, and interest in and to any Advertiser Confidential Information that may be incorporated into or provided with any Deliverable.

7. RELATIONSHIP.

The parties acknowledge and agree that the relationship between Publisher and Advertiser is that of an independent contractor and nothing in this Agreement or related to the Services performed in connection with any SOW shall be construed to create a partnership, joint venture, agency or employer-employee relationship between Advertiser and Publisher or any of Publisher ‘s employees or agents.

8. CONFIDENTIAL INFORMATION.

(a) “Confidential Information” means, with respect to a disclosing party, information that pertains to such disclosing party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps, performance results, pricing, and other confidential or proprietary information. Confidential Information need not be designated or marked as confidential to be deemed Confidential Information. (b) The party receiving the Confidential Information shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and performance obligations under this Agreement. Confidential Information of the disclosing party will be disclosed only to those employees and contractors of the receiving party with a need to know such information. (c) The party receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information (i) was known to the receiving party on or before Effective Date without restriction as to use or disclosure; (ii) was in the public domain on or before the Effective Date; (iii) came into the public domain after the Effective Date through no fault of the receiving party; or (iv) Is divulged pursuant to any legal proceeding or otherwise required by law, subject to the receiving party giving all reasonable prior notice to the disclosing party to allow it to seek protective or other court orders and provided that the receiving party uses best efforts to make such disclosure under conditions of confidentiality.

9. INDEMNIFICATION.

(a) Advertiser shall defend, indemnify and hold harmless Publisher, its affiliates and its officers, directors, partners, shareholders, employees, and agents from and against any and all third party liabilities, claims, demands, causes of action, damages, losses and expenses, including without limitation, reasonable attorneys’ fees and liabilities of any kind (collectively, “Losses”) arising out of or in connection with a third party claim that is based on (i) any gross negligence or intentional misconduct by Advertiser in the performance of the Services or (ii) infringement of intellectual property, copyright, trademark, trade secrets, or any proprietary rights of such third party arising out of Publisher’s performance of the Services hereunder or the delivery, use or implementation of any Deliverable hereunder. The foregoing obligations are conditioned on Publisher notifying Advertiser promptly in writing of such action, Publisher giving Advertiser sole control of the defense thereof and any related settlement negotiations, so long as (i) Advertiser shall be solely responsible for any payment obligations thereunder and (ii) no non-monetary agreement other than with respect to the infringing Deliverable shall be agreed upon without Publisher’s consent, and Publisher cooperating and, at Advertiser’s reasonable request and expense, assisting in such defense. (b) Notwithstanding the foregoing, Advertiser will have no obligation under this Section or otherwise with respect to any infringement claim based upon (i) any unauthorized use of a Deliverable, (ii) any use of a Deliverable in combination with other products, equipment, software, or data, contrary to the express written instructions of Advertiser, or (iii) any modification of the Deliverable by any person other than Advertiser or its authorized agents. (c) This Section 9 states Advertiser’s entire liability and Publisher’s sole and exclusive remedy for any and all infringement Losses.

10. LIMITATION OF LIABILITY.

Except with respect to section 9.0, or a party’s willful or gross negligent activity (collectively, the “exclusions”), in no event shall either party, whether under theory of contract, tort or otherwise, for any indirect, incidental, punitive, consequential, or special damages (including any damage to business reputation, lost profits, or lost data), whether foreseeable or not whether such party is advised of the possibility of such damages, and each party’s aggregate cumulative liability to the other party, in connection with the Services and Deliverables provided hereunder, shall not exceed, in the aggregate and regardless of whether under theory of contract, tort, or otherwise, the fees actually paid or payable to publisher by advertiser under the applicable SOW. Neither party’s liability for any matter arising out of or in connection with the exclusions shall exceed an amount equal to 3 times the sum paid or payable by Advertiser to Publisher under the applicable SOW.

11. MISCELLANEOUS.

(a) Neither party shall be liable to the other party for failure or delay in performing its obligations under this Agreement or SOW when such failure or delay is due to any cause beyond the control of the party concerned, including acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder. (b) The terms of this Agreement shall be binding on the parties. Neither party will assign, transfer, or delegate its rights or obligations under this Agreement, in whole or in part, without the other party’s prior written consent. Either Party may assign this Agreement in whole pursuant to a transfer of all or substantially all of such Party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Additionally, Publisher may upon Advertiser’s prior approval, utilize subcontractors in the performance of Services provided that P Publisher remains liable for such subcontractor’s compliance with this Agreement. Any attempted assignment, transfer, or delegation in violation of the foregoing shall be null and void. All modifications to and waivers of any terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement. (c) This Agreement shall be governed by the laws of the State of Oregon. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this Agreement or and SOW shall be the state and federal courts located in Multnomah County, Oregon. The prevailing party shall be entitled to recover reasonable attorney’s fees and other costs from the other party. These fees and other costs are in addition to any other relief to which the prevailing party may be entitled. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. (d) This Agreement together with any SOW issued hereunder and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof.