1. DEFINITIONS.

1.1. “Agreement” means the Order between you and NUVEW including its terms and any documents incorporated into the order, if applicable, and these Terms and Conditions of Use.

1.2. “Content” means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components.

1.3. “NUVEW Web Site” means the Web sites provided by NUVEW under the Agreement, including domain name, user interface, all related technology, Content, and Software.

1.4. “NUVEW” means the goods and services offered by NUVEW and ordered by you.

1.5. “Order” means any order or confirmation of an order for NUVEW Products, however provided, and including but not (limited) to email or other electronic or telephonic confirmations, add-ons, rider orders or amendments to an order, which incorporates any Additional Documents to the Order and any materials referenced in the Additional Documents and these Terms and Conditions of Use.

1.6. “Software” means any software and related tools that NUVEW makes available for your use in connection with the NUVEW Product.

1.7. “Term” has the meaning set forth in Section 3.1 below.

1.8. “Terms of Use” means these NUVEW Products Terms and Conditions of Use.

1.9. “You” and “your” (both capitalized and lower case) mean the person or business named in the Agreement, alternately referred to as “Advertiser” or “Customer”.

1.10. “Your Content” (Sometimes referred to as “Customer Content”) means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components provided by you for use in any of the NUVEW Products.

2. DELIVERY, FEES, INVOICING & PAYMENT.

2.1. Subject to the terms and conditions of this Agreement including those in these Terms of Use, in or referenced in the Order and those terms incorporated by reference, if any, NUVEW shall provide you with the NUVEW Products specified on your Order with reasonable skill and care and you shall pay to NUVEW the applicable fees for the NUVEW Products in accordance with the invoice terms.

2.2 Advertiser must establish one of the following two methods of payment.

— Credit card to be automatically billed by NUVEW

— Bank account to be automatically debited by NUVEW

Advertiser authorizes NUVEW, or NUVEW’s merchant services provider, to store Advertiser’s financial information for the purpose of facilitating payment to NUVEW. It is Advertiser’s responsibility to notify NUVEW, in writing, of any changes or updates to Advertiser’s financial information, and Advertiser is solely responsible for its failure to do so.

2.3 All fees are due in accordance with the agreed upon fee schedule, or immediately upon Advertiser’s receipt of invoice, as applicable. Advertiser agrees that any setup fees or one-time services payments are nonrefundable.

2.4 LATE PAYMENT:  Payments made by billing of a credit card or debiting of a bank account are intended in part to avoid the inconvenience and cost to both parties of late or missed payments. However, it is Advertiser’s responsibility to ensure that NUVEW has the most up-to-date credit card or bank account information, and that such methods are viable for payment of the fees due to NUVEW for the Advertising Services.

2.5 In the event of a failure of the payment method authorized by Advertiser, and one or more payments are made later than the due date, such late payments are subject to a late fee equal to the greater of $25 or 6% of the total payment due, but not to exceed the maximum amount allowed by applicable law. In addition to late fees, Advertiser agrees to pay all attorneys’ fees and costs incurred by NUVEW for late payment collection efforts. Customer shall owe and NUVEW has the right to invoice for the then-current non-sufficient funds fee for all returned checks. NUVEW reserves the right to change payment terms by providing written notice to you for the period following notice. Fees should be paid in U.S. dollars. Fees do not include any telecommunication provider’s charges. Invoices will include additional charges for shipping and handling, if applicable, as well as applicable taxes. Further, you shall be liable for all costs of collection incurred by NUVEW, including without limitation, collection agency fees, reasonable attorneys’ fees and court costs, if you fail to comply with the payment obligations set forth herein. Restrictive endorsements or other statements on checks or other forms of payment accepted by NUVEW will not be enforceable.

2.6 The term of each Advertising Service shall begin as of the date of acceptance of these Terms and Conditions by Advertiser. Billing will occur in the form of a one-time payment or an automatically recurring monthly payment, as set forth in the specific product/service terms and conditions for the Advertising Service provided.

2.7 IF BILLING IS TO INCLUDE AN AUTOMATICALLY RECURRING PAYMENT:

— All payment for Advertising Services will be paid in advance on a monthly basis.

— Following the current contract term for any particular Advertising Service, this Agreement with respect to such Advertising Service shall automatically renew for successive one-month              terms on the monthly anniversary date of Advertiser’s initial acceptance of these Terms and Conditions.

— After the initial contract term, Advertiser may cancel the automatically recurring payment, including the Advertising Services associated therewith, by providing notice to NUVEW by               emailing Advertiser’s name, business name, email address, phone number, physical address, and domain, to info@NUVEW.com, with “Cancel Service” in the subject line.  Provided such         notice is received by NUVEW not later than 5:00 pm USA Central Time at least (30) thirty days in advance of the date on which the next automatically recurring payment is scheduled to be     made, then the next automatically recurring payment will be cancelled and the Advertising Services terminated at the end of the then-current term.

— In the event such notice is received closer than thirty (30) days to the next automatically recurring payment, then the next automatically recurring payment will still be made as a final               payment, the Advertising Services shall continue for an additional renewal term, and termination will instead occur at the end of that additional renewal term.

— No pro-rated refunds for partial terms or months will be provided.

— For clarity, if an Advertiser were to engage NUVEW for Advertising Services with a 365 day contract term, and the initial sign-up date were July 15 of a given year, and Advertiser wished to     cancel the Advertising Services at the end of the contract term without incurring an additional month’s charge, Advertiser would need to provide written notice of cancellation on or before      June 15. One-time fee offerings have no continuing term because the same are provided up front, the term thereof having been fulfilled upon initial delivery of the Advertising Service to         Advertiser.

2.8. The fees for the NUVEW Products may include set up fees, deposits, Transactional Commitments (described in Order), Monthly Commitment(s) (described in Order), and other commitments (collectively the “Fees”). While some Fees may be expressed in terms of a Monthly Commitment, Customer is obligated for the sum of any Monthly Commitments or other type of periodic payments throughout the Term. Deposits must be paid upon acceptance of an Order and are non-refundable. Transactional Commitments are payable when invoiced. Any changes or additions to Customer’s selections will affect the Fees.

2.9. Customer billing shall commence upon the commencement of the term set forth in your Order for each NUVEW Product, unless otherwise designated.

3. TERM & TERMINATION.

3.1 The term of your Agreement begins either (a) on the date Customer’s billing account is set up if Customer is a new NUVEW customer of NUVEW’s Products or (b) upon entry of the first order under the Agreement (the “Order”) by NUVEW if Customer is an existing customer of NUVEW Products, and continues until the expiration of the latest expiring of all the terms for the NUVEW Products ordered in the Agreement and its riders, extensions, and amendments or until termination of the Agreement in accordance with its terms (the “Term”).

3.2. Each of the NUVEW Products ordered shall be provided for the term specified in the Order (the “Initial Term”). After the expiration of the Initial Term, if any, the terms for the NUVEW Products in the applicable Order will be extended on a month to month basis under the terms of this Agreement, until either party terminates in accordance with the terms of this Agreement. Each monthly extension of the Agreement shall be deemed a Renewal Term. Notwithstanding the foregoing, NUVEW Products that consist solely of one-time development are excluded from the Renewal Term.

3.3. The Term continues until the expiration of the latest expiring of all Orders under the Agreement or until termination of the Agreement in accordance with its terms. Either party may terminate the Agreement:

a. Effective on the first day of any Renewal Term by providing 30 days prior written notice to the other party. If you fail to terminate this Agreement as set forth in this section 3.3.a., then you will be invoiced for such Renewal Term and the applicable products will automatically renew.

b. Effective immediately for a material breach by the other party that remains uncured for more than 30 days after the allegedly breaching party receives written notice from the non-breaching party identifying the specific breach.

3.4. Except as set forth in Section 3.3 above, this Agreement may not be terminated by Customer during the Initial Term, except a) by following the “Early Cancellation Provisions” set forth in Section 3.5 below; and b) 30 days after NUVEW receives written notice of termination as a result of complete dissolution of Customer’s business, or in the case of a solo proprietorship, if there is a death or retirement, and c) in the event of any increase in a Monthly Commitment, excluding i) any increases set forth in this Agreement, or ii) increases related to adjusting any estimates, provided that such notice is given in writing 30 days prior to termination and is provided within 60 days after the price increase becomes effective. In addition, if you are in default under this Agreement, NUVEW reserves the right to withhold all NUVEW services from you including those provided under separate NUVEW agreements.

3.5. Customer acknowledges that its commitment to each Initial Term was an important factor in NUVEW’s decision to agree to the pricing in this Agreement. However, Customer may terminate the Agreement for Customer’s convenience before the end of the applicable Term if Customer (i) notifies NUVEW at least 60 days before the effective date of termination and (ii) pays NUVEW all amounts invoiced and unpaid as of the date of termination, plus 100% of all deposits, set up fees or similar up front charges in the Agreement. If NUVEW terminates the Agreement for Customer’s breach, Customer shall pay the Early Cancellation Fee equal to 60% of the total remaining amounts due under this agreement for the remainder of the Initial Term. In addition to, and not instead of, any other remedies provided elsewhere in this Agreement, or by law for breach, including without limitation NUVEW’s right to seek injunctive relief and to sue for damages. Hereinafter, the terms and conditions of this paragraph shall be referenced as the “Early Cancellation Provisions.”

4. COOPERATION & OTHER OBLIGATIONS.

In order for NUVEW to provide you the NUVEW Products you have ordered, throughout the Term you shall promptly provide NUVEW true, accurate, current and complete information, including but not limited to Your Content, and provide reasonable and timely feedback to NUVEW and its third party providers on all requests for Your Content, your review, approval and any other information. Failure to promptly provide such information may be considered a material breach of this Agreement and may result in denial, suspension or termination of the NUVEW Products. You hereby acknowledge that information provided to NUVEW under this Agreement may be shared with NUVEW affiliates and other entities that have alliances with NUVEW.

5. USER ACCOUNT, PASSWORD, AND SECURITY.

You acknowledge receipt of one or more passwords and account designations for your NUVEW Products. Passwords are non-transferable and should not be shared under any circumstances. You are responsible for maintaining the confidentiality of the password and account designation. You will promptly notify NUVEW of any unauthorized use of your password or account or any other breach of security involving the NUVEW Products.

6. YOUR CONTENT.

6.1. By providing, posting, publishing, uploading, inputting or distributing any Content to or through NUVEW or its NUVEW Products (“Your Content” defined above), you grant (or warrant that the owner of such rights has expressly granted) NUVEW a limited, worldwide, irrevocable, royalty-free, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute Your Content or incorporate Your Content into any form, medium, or technology now known or later developed throughout the universe, for the purposes of developing, providing, displaying and marketing the NUVEW Products, for internal use for product development and for marketing purposes. NUVEW may compile and use aggregated non-personal information taken from Your Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Your Content or your use of the NUVEW Products, but that is compiled in a way so that it no longer identifies an individual person. BY ENTERING INTO THIS AGREEMENT YOU UNDERSTAND AND CONSENT TO NUVEW EXTRACTING YOUR CONTENT FROM YOUR EXISTING WEB SITE(S) FOR USE IN THE NUVEW PRODUCTS. YOU FURTHER AGREE THAT SUCH EXTRACTED DATA A) SHALL BE CONSIDERED PROVIDED BY YOU FOR USE IN NUVEW PRODUCTS, AND B) IS SUBJECT TO THE LICENSE GRANT SET FORTH IN THIS SECTION 6.1. YOU AGREE THAT ANY INFORMATION EXTRACTED FROM YOUR WEB SITE WILL REPLACE CURRENT INFORMATION IN YOUR NUVEW PRODUCTS. IF YOU DO NOT POSSESS SUFFICIENT RIGHTS IN CONTENT ON YOUR WEB SITE TO ALLOW NUVEW’S USE OF THE CONTENT IN ACCORDANCE WITH THESE TERMS, YOU AGREE TO PROVIDE NUVEW PROMPT NOTIFICATION OF SUCH LIMITATIONS.  SHOULD YOU WISH TO WITHDRAW OR LIMIT THE FOREGOING CONSENT AT ANY TIME YOU MAY YOU MAY GIVE NOTICE TO NUVEW OF ANY DESIRED REMOVAL OR OF ANY LIMITATIONS ON USE EITHER BY CONTACTING NUVEW.

6.2. You are solely responsible for Your Content. You are liable for any material protected by copyright, trademark, patent or trade secret law used in Your Content without the permission of the author or owner, and for defamatory materials in any of Your Content. NUVEW is not responsible for reviewing Your Content before it appears on the NUVEW Products. You represent and warrant that (i) Your Content contains no offensive, harassing, inflammatory, defamatory, indecent, or obscene material, (ii) Your Content does not violate any applicable laws, regulations, or judicial rulings; (iii) Your Content is not false, misleading, deceptive, or fraudulent; (iv) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (v) you own or are authorized to use Your Content and all trademarks, trade names, and similar materials of any kind which are included in Your Content; and (vi) Your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of NUVEW, its affiliates, and any third party. NUVEW reserves the right, in its sole discretion, to refuse to display or to remove from the NUVEW Products at any time any Content that it reasonably regards as violating this provision as otherwise inappropriate or as inconsistent with NUVEW editorial policies in effect from time to time. NUVEW reserves the right to release current or past information related to you if NUVEW believes that you or any of Your Content, any of the NUVEW Products you ordered, or your account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed.

6.3. Customer understands and acknowledges that: (a) NUVEW’s timely development and implementation of your NUVEW Products is contingent upon your timely provision of Your Content and feedback, (b) the NUVEW Products, Your Content and media plans are subject to the rules of each applicable Media Outlet on which they may appear; and (b) once a NUVEW Product is distributed, posted, hosted or placed upon a third party Media Outlet Web site or search engine NUVEW assumes no responsibility for its display on or removal from that site;

7. UPGRADES AND OTHER SERVICES.

7.1 You hereby acknowledge that NUVEW may send you information (via postal service, email or other electronic means, and facsimile) and offers about upgrades and other services provided by NUVEW, its affiliates and other entities that have alliances with NUVEW unless you provide written notice to the contrary. Notwithstanding the foregoing, under no circumstances will NUVEW, its affiliates or other entities have any obligation to provide you with upgrades, enhancements, or modifications for the NUVEW Products.

8. PROPRIETARY RIGHTS.

Except as otherwise specified in the Agreement and except for Your Content and any domain name(s) you own (i) the Software; (ii) the NUVEW Products; (iii) the NUVEW domain names (iv) the NUVEW Web Sites and all content therein, (v) the NUVEW online services and all content therein; (vi) NUVEW owned or controlled logos, service marks and trademarks (the “Marks”) placed in any NUVEW Products and (vii) all Content other than Your Content, are owned by NUVEW and/or its licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. As between you and NUVEW, you retain ownership of Your Content.

9. OTHER RESPONSIBILITIES.

9.1. You represent that you are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, or other representatives, the NUVEW Web Site, and your use of the NUVEW Products.

9.2. If you include your email address or other contact information in any profile, posting or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that NUVEW and affiliates shall have no liability or responsibility whatsoever for any communications, agreements or transactions between you and any third party.

10. INDEMNIFICATION

10.1 You will indemnify, defend, and hold harmless NUVEW, its successors, assigns, parents, subsidiaries, alliance entities, affiliates and their respective officers, directors, employees, contractors, licensors, suppliers and agents from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys’ fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) Your Content or NUVEW’s use of Your Content as permitted by this Agreement, (ii) your Web site, if any, its content, chosen keywords and phrases, and any services you offer in connection therewith, (iii) any breach of your representations or warranties set forth herein, (iv) any breach by you under this Agreement or violation by you of applicable laws, regulations or ethical requirements, (v) your breach of any of the terms of this Agreement, or (vi) any communications you provide through any NUVEW Product, including, without limitation, any claims or allegations of intellectual property infringement, libel, and legal malpractice. If a third party threatens or files a claim covered by this Indemnification Section against NUVEW, NUVEW shall promptly give notice to Customer. If a third party threatens or files a claim covered by this Indemnification Section against Customer, Customer shall promptly give notice to NUVEW.

11. DISCLAIMER OF WARRANTIES.

11.1 YOU EXPRESSLY AGREE THAT USE OF THE NUVEW PRODUCTS IS AT YOUR SOLE RISK. THE NUVEW PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUVEW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NUVEW, ITS LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATES MAKE: (A) NO WARRANTY THAT THE NUVEW PRODUCTS WILL MEET YOUR REQUIREMENTS, THAT THE NUVEW PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE NUVEW PRODUCTS OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE NUVEW PRODUCTS, (C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE NUVEW PRODUCTS, OR THE RESULTS WILL BE CORRECTED, AND (D) NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE NUVEW WEB SITES, OTHER WEB SITES, OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH WEB SITES.

12. LIMITATION OF LIABILITY

12.1 EXCEPT FOR THE NUVEW OBLIGATIONS IN THE INDEMNIFICATION SECTION ABOVE, THE LIABILITY OF NUVEW IS LIMITED TO THE FEE PAID BY YOU FOR THE NUVEW PRODUCTS DURING THE 12-MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. EXCEPT FOR THE NUVEW OBLIGATIONS SET FORTH IN THE INDEMNIFICATION SECTION, NUVEW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF NUVEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NUVEW IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM NUVEW’S DELETION OF ANY OF THE NUVEW PRODUCTS, NETWORK OR SYSTEM OUTAGES, EQUIPMENT OR TELECOMMUNICATIONS FAILURE OR MALFUNCTIONS, FILE CORRUPTION, OR ANY OTHER REASONS. NUVEW IS NOT RESPONSIBLE FOR THE DELIVERY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED BY YOU OR OTHERS. YOU ARE COMPLETELY RESPONSIBLE FOR ALL ACTIVITIES, FEES, AND/OR LIABILITIES THAT ARE RELATED TO OR RESULT FROM USE OF THE NUVEW PRODUCTS UNDER YOUR PASSWORD OR ACCOUNT. IN ADDITION TO THE FOREGOING, NUVEW SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM SUBSCRIBER’S NON-COMPLIANCE WITH ALL LOCAL AND STATE ETHICS RULES OR OTHER RULES APPLICABLE OR FROM SUBSCRIBER’S VIOLATION OF SUCH RULES.

13. CONFLICT.

13.1 If there is a conflict between any written terms of your Agreement with NUVEW and these terms and conditions of use, the terms and conditions of the written Agreement govern as to the subject of the Agreement.

14. CONFIDENTIALITY.

14.1 The Agreement, including but not limited to its terms, conditions and pricing information is “Confidential Information” of NUVEW. Customer will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Customer will further limit disclosure within its organization to those persons who have a “need-to-know”. Customer understands disclosure of Confidential Information may cause competitive harm to NUVEW. If Customer breaches this confidentiality provision, NUVEW may, at its option, and in addition to any other remedy it may have under the Agreement, at law or in equity, immediately terminate the NUVEW Products provided under the Agreement without refund and immediately collect from Customer the Early Cancellation Fee.

15. GENERAL.

15.1 Law. Unless specifically stated otherwise in the Agreement, this Agreement is governed by the laws of the State of Indiana without regard to its conflict of law provisions and you and NUVEW submit to the personal and exclusive jurisdiction of the courts located within the State of Indiana. NUVEW may waive the foregoing exclusive jurisdiction provision by written notice from an authorized NUVEW representative or by filing a complaint in any other jurisdiction.

15.2 Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

15.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Order, the parties will promptly begin good faith negotiations to replace it. The other terms of the Order will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.

15.4 Claims. Any claim or cause of action arising out of or related to the NUVEW Products or this Agreement must be filed within 3 months after such claim or cause of action arose or is forever barred, except for NUVEW claims based on amounts billed, payments made or your failure to pay for the NUVEW Products, regardless of any statute or law to the contrary.

15.5 Modifications. NUVEW may modify the NUVEW Products, withdraw NUVEW Products it ceases to offer, or modify this Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of NUVEW to you via email, regular mail, telecopy, delivery service, or posting on a NUVEW Web Site. If the terms and conditions applicable to your Agreement are materially modified, you may terminate the Agreement with ten (10) days prior written notice to NUVEW, so long as notice of termination is made within thirty (30) days after NUVEW issues such notice. You will be deemed to have agreed to such modified Agreement if NUVEW does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the NUVEW Products following the notice of the change. If a NUVEW Product you ordered is materially modified, you may terminate that portion of the Order including that NUVEW Product with ten (10) days prior written notice to NUVEW, so long as notice of termination is made within thirty (30) days after NUVEW issues such notice. You will be deemed to have agreed to such modification to the NUVEW Product if NUVEW does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the NUVEW Products following the notice of the change. If a NUVEW Product is withdrawn from the Order, then you shall only pay NUVEW the pro rata Fees and applicable taxes for such NUVEW Product through the date the NUVEW Product ceased to be provided.

15.6 Complete Agreement. The Agreement, including any exhibits, riders, and amendments state the complete agreement between you and NUVEW concerning this subject and, except as stated otherwise in the written Agreement, supersedes all earlier oral and written communications between the parties concerning this subject.

15.7 Acceptance. The Agreement is subject to acceptance by NUVEW, which acceptance shall be evidenced by providing access to the NUVEW Products. You warrant and represent that you have full right, power and authority to enter into this Agreement and to grant the rights granted herein without violating any other agreement or commitment of any kind and that the person accepting the Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the Agreement on your behalf.

15.8 No Exclusivity. Orders do not grant Customer an exclusive right or privilege to receive Products. NUVEW may, in its sole discretion, provide similar or identical products to other customers, which may be competitors of Customer.

15.9 Relationship. Customer and NUVEW are independent contractors. Nothing in an Order is intended to or will constitute Customer or NUVEW as an agent, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose. Neither Customer nor NUVEW shall make any contract, commitment, warranty, or representation on behalf of the other, or incur any debt or other obligation in the other’s name.

15.10 Amendments. If an Order document specifies a process by which it may be amended, then NUVEW may amend it according to that process. No other amendment to an Order will be binding unless agreed to in a writing executed by NUVEW and Customer, and no approval, consent, or waiver will be enforceable unless signed by the granting party. No preprinted term appearing in any document that is not part of an Order will be enforceable by the originating party against the other party unless that term is expressly accepted in writing by an authorized representative of the other party. No document will be deemed to amend an Order by implication.

15.11 Survival. Sections 2.2, 3.5, 5, 6, 7.2. and 8 through 17, and all provisions in these Terms of Use including indemnification/defense of claims provisions, limitations of liability, representations and warranties as to Intellectual property rights, disclaimers of warranties and, any accrued but unpaid financial obligations, and any other terms in an Agreement that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of the Order(s) and the Agreement.

15.12 Non-Assignment. Customer may not assign its rights or delegate your duties under this Agreement to access the NUVEW Products without the prior written consent of NUVEW, which consent shall not be unreasonably withheld.

15.13 Successors and Assigns. The Agreement will be binding on, and will inure to the benefit of, the parties’ and their respective successors and permitted assigns.

15.14 Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure. If a Force Majeure occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of the Order. This Force Majeure Section does not excuse Customer’s obligation to pay for NUVEW Products actually received.

16.  ACCEPTANCE OF THESE TERMS AND CONDITIONS

16.1 Advertiser or its agent or representative verbally accepted a summary of key provisions related to payment, term of service, and NUVEW’s cancellation policy, and/or expressly accepted these Terms and Conditions.