Terms and Conditions

The terms and conditions below are legally binding on you as a user of any service provided by Gazetty, LLC ("Gazetty").

1. Services. Gazetty will provide to you with the newsletter service option ordered by you (and as more particularly described on the Gazetty website at www.gazetty.co/newsletterserviceoptions).

2. Fees. You will pay Gazetty the fees set forth in your order for the newsletter service you ordered. You will pay setup fees upon execution of your order and monthly fees in advance of each month of service, as invoiced by Gazetty and without setoff or deduction. In the event you request, and Gazetty agrees to provide, services that are different or additional to those for the newsletter service option you ordered, unless otherwise agreed in writing, you will pay Gazetty for such services on a time and materials basis at Gazetty's then-current rates.

3. Termination. Service will commence upon completion of setup by Gazetty and will continue until terminated as provided in this Section 3. Each party may terminate service (i) at any time upon at least thirty (30) days prior written notice (provided that, in the event of termination by you, you have paid all fees in full through the termination date) and (ii) upon written notice of a material breach of these Terms of Service by the other party (including, without limitation, any failure by you to make timely payment in full of any fees).

4. Your Business. You represent, warrant and agree that all persons and entities providing content or other information to Gazetty will transmit such content and information to Gazetty, and that such content and information may be included by Gazetty in its services hereunder, without giving rise to any Damages (defined below), including, without limitation, without violation of any copyright, trademark, rights of privacy or other rights. You will use the service in compliance with applicable law and not in any way that reflects or reasonably could be expected to reflect adversely on the reputation, goodwill or business of Gazetty. You will be solely responsible for, and Gazetty will have no liability arising out of, all matters and circumstances relating to your business, whether utilizing Gazetty's services or otherwise.

5. Proprietary Rights. If you order Gazetty's "Fully Managed Service", Gazetty represents, warrants and agrees that all content provided by Gazetty in connection with such service may be included in the services of Gazetty hereunder without giving rise to any Damages, including, without limitation, without violation of any copyright, trademark, rights of privacy or other rights. Except for the foregoing, Gazetty makes no representation or warranty with respect to any content obtained or provided by Gazetty or through its service. Without limiting the foregoing, Gazetty does not represent or warrant that any such content will not violate any copyright, trademark, rights of privacy or other rights or give rise to any Damages. You will be solely responsible for any such violation or Damages and agree to indemnify, defend and hold harmless Gazetty and its representatives from any against any and all such violations or Damages. Gazetty may take any action, including, without limitation, removal of any content, in connection with any violation or threatened violation of any copyright, trademark, rights of privacy or other rights. No rights whatsoever are granted to you in the intellectual property (including, without limitation, documentation, files, information, technology and know-how) of Gazetty, even if created or acquired in the course of providing services to you.

6. Competing Services. Gazetty, and its employees and contractors performing services under this Agreement, may perform similar services or develop or provide similar materials or deliverables for third parties, including, without limitation, your competitors.

7. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party and its representatives from and against any and all Damages arising out of any breach of this Agreement or any misrepresentation herein, subject to the liability limitations in Section 8. "Damages" means any and all losses, claims, obligations, liabilities, actions, suits, proceedings, judgments, payments, costs, expenses (including, without limitation, reasonable attorney fees), and damages of any kind, nature or description whatsoever.

8. Liability Limitations. Neither party will be liable under any circumstances for any incidental or consequential damages, including, without limitation, loss of revenue, loss of profits, loss of contract, or loss of goodwill, regardless of the foreseeability of such damages. Gazetty will have no liability for Damages arising out of your use of, or inability to use, or reliance on, Gazetty's services. Gazetty's liability to you will not exceed, in the aggregate, an amount equal to the setup fee paid to Gazetty under your order.

9. Status of Parties. In the performance of all work, services and obligations, each party is at all times acting and performing as an independent contractor with respect to the other and that no relationship of partnership, joint venture, agency or employment is created by this engagement or services arrangement.

10. Miscellaneous. These Terms of Service constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. These Terms of Service and the enforcement hereof shall be governed by the laws of the State of Delaware. These Terms of Service shall be binding on the parties and their respective successors and permitted assigns. Each party, and each person executing an order, represents and warrants to the other that the person executing the order on behalf of such party is duly authorized to do so and that the order and these Terms of Servie are binding on and enforceable against such party in accordance with its terms.