MASTER SERVICES AGREEMENT

Last Updated April 2, 2025

This Master Services Agreement, including the order form that references this Master Services Agreement (together, the “Master Services Agreement” or “MSA”) governs the legal relationship between Marc Media Solutions, LLC (if you purchased digital), Marc Radio Gainesville, LLC (if you purchased Gainesville radio), Marc Radio Orlando, LLC (if you purchased radio in Orlando or Melbourne), Marc Radio Dallas, LLC (if you purchased radio in Dallas),  Main Street Daily News Gainesville, LLC (if you purchased news advertising in Gainesville) and/or MDNCF LLC (if you purchased news advertising in Central Florida) (in each case, as applicable, the relevant entity, “Marc”) and the Client identified on such order form (“Sales Order”) incorporating this MSA by reference (the “Client”), effective as of the Sales Order effective date (for purposes of this MSA, the “Effective Date”).

The terms of this MSA will apply to Marc’s performance of any services, as identified on the Sales Order, as well as all other services provided by Marc that are set forth in any addenda or schedules, each of which are hereby incorporated into this MSA by this reference (collectively, the “Services”). To the extent the terms of any Addenda (as referenced in Section 1, each an “Addendum” and collectively referred to as the “Addenda”) conflict with the terms of this MSA, the terms of the Addendum will control solely with respect to the Services that are the subject matter of that Addendum (and apply only during the subscription term during which client is being provided with the relevant services). Unless otherwise specifically stated, the terms of this MSA will control over any conflicting terms in any other incorporated document.

1. Services. If the Services specified on the Sales Order include website services, then the additional terms of use set forth in the Website Service Addendum govern such services. If the Services specified on the Sales Order includes digital advertising and/or social media management, then the additional terms of use set in the Digital Advertising / Social Media Addendum govern such services. If the Services specified on the Sales Order includes broadcast programming or commercials, then the additional terms of use set forth in the Broadcast Programming Addendum govern such services. If the Services specified on the Sales Order includes newspaper advertising, then the additional terms of use set forth in the Newspaper Advertising Addendum govern such services. If the Services specified on the Sales Order includes Motor Marketplace, then the additional terms of use set forth in the Motor Marketplace Addendum govern such services. The terms and conditions in each such Addendum are in addition to the terms and conditions in this MSA.
2. Billing and Payment. Client agrees to pay for the Services in accordance with the Sales Order. Unless the Sales Order specifies otherwise, amounts are due within thirty days of the date of the invoice. If any payments are not timely made, Client and anyone who is specified as being personally liable in the Marc Media Credit Application (“Personal Guarantor”) will owe a $50 per month late fee and a finance charge of 1.5% per month (18% per annum), or the maximum amount permitted by law, whichever is lower, on the amount due, plus all reasonable costs of collection (including but not limited to, attorneys fees, agency fees and/or court costs). If payments are not timely made, this MSA allows Marc to process payment from the client’s credit card on file.
3. Term This MSA will continue in effect from the Effective Date through the end of the term specified on the Sales Order (the “Initial Term”), unless otherwise extended or terminated in accordance with the terms hereof (such as automatic renewal for digital subscriptions). Notwithstanding the foregoing, this MSA shall govern if Marc continues to provide services based on Client’s consent, with such services being handled on a month-to-month basis until a new Sales Order is executed.

            a. Termination for Breach. In the event of any material breach of this MSA by either party, the non-breaching party will have the right to terminate this MSA for cause if such breach has not been cured within thirty (30) days of written notice from the non-breaching party specifying the breach in detail. Notwithstanding the foregoing, Marc may immediately suspend Client’s Services if (i) Client fails to make payment due to Marc for the first time under this MSA and does not cure such non-payment within ten (10) business days after Marc has provided Client with notice of such first failure, (ii) Client fails to make payment due to Marc for an additional time under this MSA or (ii) if Client violates any provision of any Addenda attached hereto. Any suspension by Marc of the Services under the preceding sentence will not excuse Client from its obligation to pay all amounts due under this MSA. Reactivation of Services will be at Marc’s sole discretion and will be subject to applicable fees (including, but not limited to, a security deposit for future advertising spots or a reactivation fee for your website).

            b.  Effect of Termination.Upon any termination of this MSA, Client’s right to Services will immediately terminate. If Marc terminates this MSA for Client’s material breach or failure to pay, Client must pay within thirty (30) days all amounts which have accrued prior to such termination, as well as all sums that Client otherwise would have paid for Services for the remainder of the then-current Term had the MSA not been terminated, plus related taxes.

• Intellectual Property

            a.  Content Provided to Us: You are responsible for all information, data, text, software, music, sounds, photographs, graphics, video, messages, or other materials provided to Marc. Marc is not responsible for your Content. You grant Marc a worldwide, royalty-free, non-exclusive license to host, distribute and use the Content in order to provide you with the Services and hereby represent and warrant that you have all rights necessary to grant us such license. In connection, Client hereby represents and warrants: (i) you own the intellectual property rights in that content (or have needed licenses), (ii) the use of the content for our Services does not infringe the intellectual property rights of a third party, (iii) the content is not fraudulent, stolen, or otherwise unlawful, (iv) the content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, privacy law or criminal law), (v) the content is not defamatory, unlawfully threatening or unlawfully harassing; (vi) the content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware; and (vii) the content that is information is accurate, complete and clear and not misleading or deceptive (for example, to the extent required by law, and as applicable, you will ensure that the advertised price for any vehicles includes the dealer document/ processing/ vehicle preparation fee or similar charge). Marc reserves the right to refuse any content it considers to be in contravention with any of the above statements. Marc cannot control if an outside third party takes your Content and improperly uses such Content, even if third parties found this content on a channel being managed by Marc, including but not limited to your website or social media channels.

            b.  Our or Third-Party Intellectual Property: Client acknowledges and agrees that the Services and any necessary software used in connection with the Services contain proprietary and confidential information that is protected by applicable property and other laws. Client further acknowledges and agrees that the content or information presented to the Client through the Services may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Any names or trademarks of Marc’s software and any other Marc service marks, logos, and product service names are marks of Marc, and Client agrees not to display or use Marc’s marks, or the marks of any third-party vendor, in any manner, without the owner’s prior express written consent. In the event of Client’s violation of these proprietary rights and laws, Client shall indemnify and hold harmless Marc and its affiliates against all claims, liabilities, obligations, costs, and expenses arising out of or in connection with such violation. In addition, Client hereby grants Marc a license to use the work created through Marc’s Services as part of this business portfolio.

• Client’s Data Client retains exclusive ownership of all data, information, or material that Client receives from its customers in the course of using the Services (“Data”). Marc is not granted any proprietary rights in such Data. As between the parties, Client will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use Client’s Data. Marc will protect any Data that resides on Marc’s servers as Confidential Information in accordance with the confidentiality provisions hereof and with standards no less rigorous than Marc uses to preserve its own confidential information. Client acknowledges that Client’s use of the Services may cause its Data to be transferred or stored outside of the country or other jurisdiction where Client and its customers are located. Client will comply with all applicable data protection and privacy laws and regulations with respect to such Data, which may include informing third parties of the use, processing, or transfer of their personal information in connection with this MSA and obtaining their consent to such use, processing, and transfer by Client and Marc and any third parties who receive Data in accordance with this MSA. CLIENT ACKNOWLEDGES THAT MARC WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR THE CONTENT OF ANY DATA STORED, TRANSMITTED OR RECEIVED BY CLIENT IN CONNECTION WITH CLIENT’S USE OF THE SERVICE, AND THAT IT IS THE SOLE RESPONSIBILITY OF CLIENT TO ENSURE THAT THE DATA IT STORES, TRANSMITS OR RECEIVES (a) COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS, (b) DOES NOT CONTAIN CONFIDENTIAL OR RESTRICTED DATA, AND (c) DOES NOT VIOLATE OR INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY. Client hereby grants Marc a worldwide, royalty-free, sublicensable license: (i) to use, reproduce, distribute, disclose, display, perform, and create derivative works of the Data for the purpose of performing Marc’s obligations and exercising its rights under this MSA, and to improve and support Marc’s Services during the Term (and thereafter, solely to the extent reasonably required to perform its obligations under this MSA, which may include facilitating the return of Data), and (ii) to aggregate and to de-identify the Data (the resulting data, “Aggregated Data”) during the Term. Client hereby grants Marc a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, distribute, display, create derivative works of, and otherwise practice the Aggregated Data to provide support and other services, to improve the Services, for research and development, and to otherwise use the same for Marc’s business purposes, provided any such use of Aggregated Data by Marc will be in a manner such that neither Client nor any individual data subject can be identified.
• Disclaimer of Warranty and Limitation of Liability

            a. Client hereby agrees that Marc is not liable for any failure to carry out Services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war, pandemic or any act or omission of any third party services.

            b.  ALL SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MARC OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “MARC”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF MARC SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, MARC IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF MARC TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

6.         Indemnification. Each party shall indemnify and hold harmless the other party, its affiliates, agents, heirs and assigns, from and against any claims, losses, costs, damages and expenses of any nature resulting from or arising in connection with any intentional or grossly negligent acts in the performance of its obligations under this MSA or breach of its representations and warranties.

7.         Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose non-public information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Client’s Confidential Information includes, without limitation, information related to Client’s login identifiers and credentials for accounts. Marc’s Confidential Information includes, without limitation, methodology for website development or digital marketing, key word lists, as well as the terms of this MSA. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information, and (b) not to use or divulge to any third person any such Confidential Information (except for the sole purpose of the Receiving Party fulfilling its obligations or exercising its rights hereunder). Receiving Party may disclose Disclosing Party’s Confidential Information to Receiving Party’s personnel who have a need to know such information for the purpose of the fulfilling the Receiving Party’s obligations or exercising its rights hereunder and, on the condition such third parties are subject to confidentiality obligations at least as protective as those set forth herein, to third-party subcontractors for the same limited purpose. Receiving Party will be liable for any unauthorized access, use, or disclosure of Confidential Information by any personnel and third parties to whom the Receiving Party discloses such Confidential Information to the same extent as Receiving Party would have been liable hereunder if it had made such unauthorized access, use, or disclosure. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof (except with respect to trade secrets which are protected for so long as such information remains a trade secret) or to any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by its prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. If the Receiving Party is required to disclose Confidential Information by law, the Receiving Party will promptly notify the Disclosing Party, take reasonable precaution to disclose the minimum amount necessary, and use reasonable efforts to maintain the confidentiality of such disclosed information.           

8.         Notice  Any notice given to a party to this MSA shall be in writing and shall be deemed to have been given when delivered personally, by a nationally known express mail service, by certified or registered mail (return receipt requested), or by email to such address(es)/email(s) as noted on the first page of the MSA, or to such address(es)/ email(s) as may be subsequently provided in accordance with this Section.

9.         Miscellaneous If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force. This Contract shall be governed by the laws of the State of Florida. The parties submit all disputes arising between them to the courts in Orange County, Florida, and any court competent to hear appeals from those courts of first instance. These Terms are the entire agreement between the parties regarding the Services and supersedes all previous negotiations, commitments and agreements (except for the Marc Media Credit Application, which is integrated into this MSA). Neither this MSA nor the Services may be assigned by Client without the prior written approval of Marc. No joint venture, partnership, employment, fiduciary, or agency relationship exists between Marc and Client as a result of this MSA or use of the Service. The parties hereto are independent contractors under this MSA. Neither party, by virtue of This MSA, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. Marc reserves the right to provide (or to have a third-party provider provide) some or all of the Services from any locations, worldwide. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. The failure of either party to enforce any right, remedy, power, or privilege in this MSA will not constitute a waiver of such right, remedy, power, or privilege unless acknowledged and agreed to by such party in writing; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. This MSA constitutes the entire Agreement between parties, and no modification hereof shall be recognized or deemed effective or enforceable unless it is in writing and is signed by both of the parties, or their assignees, hereto. The provisions of this MSA are independent of and are separable from each other. In the event any provision of this MSA, which is judicially declared to be invalid or unenforceable, such provision or provisions shall be invalid or unenforceable without invalidating or rendering unenforceable the remaining provisions hereof. Neither failure nor any delay on the part of either party hereto to exercise any right, remedy, power, or privilege under this MSA shall operate as a waiver thereof. The headings of the sections contained in this MSA are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision. This MSA may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. The execution of this MSA may be by actual, scanned, or facsimile signature.

Website Service Addendum

General Terms:

1. Where the Service being provided requires, Marc will liaise with the relevant web agency, hosting company or other third party in order to provide the Services. Third parties that Marc uses to provide Services include, but are not limited to, companies that provide plug ins that assist with security, ADA compliance, and information processing. Marc shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Marc breaching its obligations under this MSA.
   1. Content Created by Marc: Once Client has met the obligation of payment for twelve (12) months of the website Services, Client owns a copy of the website’s content and source files, excluding stock imagery leased by Marc or otherwise owned by a third party. If this MSA is terminated prior to Marc receiving twelve (12) months of aforementioned payments, the content created by Marc and source files remain the property of Marc.

Subscriptions:

1. Payments. Unless the Sales Order specifies otherwise, Subscriptions are billed monthly, with a minimum 12-month term. If you have a Subscription, your selected payment method will be charged automatically on a recurring monthly basis. You authorize Marc (either directly or through its affiliates) to request and collect payment (or otherwise charge, refund or take any other billing actions) to request and collect payment from our payment provider or your designated banking account, and to make any inquires Marc or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, credit card or banking account provider (e.g., update expiry date or card number as provided to use by your credit card company). YOU AUTHORIZE AND AGREE THAT WE MAY SUBMIT CHARGES WITHOUT FURTHER AUTHORIZIATION FROM YOU UNTIL YOU PROVIDE PRIOR NOTICE (RECIEPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH PAYMENT FOR SERVICES.
2. Subscription details. The details for each of our subscription packages may be located at marcmediausa.com/website-plans.We may change the details and/or pricing of Subscriptions from time to time, your auto-renewal of a subscription, constitutes your consent to the new terms and/or pricing for your Subscription.
3. Discounts. During the initial term, you may be provided with a discount. This discount only applies for the initial term and does not carry forward for renewal terms.
4. Renewal Terms. YOUR SUBSCRIPTION WILL BE RENEWED AUTOMATICALLY FOR AN ADDITIONAL 12 MONTH TERM UNLESS YOU CANCEL YOUR RENEWAL. MARC RESERVES THE RIGHT, IN ITS SOLE DISCRETION, NOT TO RENEW YOUR SUBSCRIPTION. For all subscriptions, you may cancel your subscription upon thirty (30) days prior written notice.
5. Refund Policy. Unless required by law, all purchases of subscriptions are nonrefundable/nonreturnable and there are no refunds or credits for partially used subscription periods or terms. We reserve the right to issue or not issue refunds or credits at our sole discretion. If we do not issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

SEO Services: The following terms and conditions apply if you are receiving SEO Services:

1. Client acknowledges that Marc will, as part of the Client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject content or other aspects of the website, their desired SEO results may not be achieved.
   1. Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Marc. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. Marc will use reasonable efforts, techniques, and accepted standards to improve Client’s Search Engine Ranking but, as addressed in Section 6, cannot guarantee desired results on any major Search Engine using Client’s desired keywords. Results cannot be promised, as address in Section 6. For example:
      1. The client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.
      1. Client further acknowledges that Marc will need your cooperation to assist with getting the best SEO results, including, but not limited to, validating their physical location for Google business.
      1. Client further acknowledges and understands that a website’s rankings may go backwards.
   1. Marc is not responsible for changes made to the website by other parties, including yourself, that adversely affect the search engine rankings of the Client’s website. Marc is not responsible for the Client overwriting Marc’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.
   1.  Marc makes reasonable efforts to adhere to Google Webmaster Guidelines.

Backlink Building:

1. If requested Marc shall provide the backlink building services as specified on the Sales Order.
   1. As addressed in Section 6, Marc offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported. Client acknowledges that Marc is not liable for the content of those sites but will take reasonable efforts to backlink in a brand safe method. The inclusion of any link does not imply endorsement by Marc of the site.
   1. Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. Marc does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

Copywriting:

1. Marc agrees to produce written material for inclusion on Client’s website upon the reasonable request of the Client.
   1. Client may provide additional copy to Marc. Client accepts full responsibility for all detail contained in the copy provided to Marc. Client agrees that they are responsible for reviewing the website for accuracy to include spelling and grammatical errors, statements, and assertions. Marc is not liable for the errors discovered. Client hereby agrees that it is their sole responsibility to notify Marc of any such errors.

Web Design and Development and Updating:

1. Marc agrees to design and develop a website at Client’s request, within the limits of their selected subscription or as otherwise specified on the Sales Order. Marc shall have administrative access to the website and may grant editorial access to Client.
   1. Client agrees to supply Marc with adequate photography or imagery to use in the design; or Marc may recommend a stock photography bundle to suit the project.
   1. Client agrees that if it fails to deliver information or content to Marc to enable development or design work to commence, Marc may at its reasonable discretion not publish the website. Client also agrees that no refund would be payable under this circumstance and will not hold Marc liable.
   1. Client is responsible for acquiring and purchasing a domain name, unless otherwise specified in the Sales Order. Marc may at its discretion advise Client on suitable names.
   1. The Client may request additional pages within the page limit specified in the Client’s monthly package. Should the page count exceed the limit, additional charges may apply. MARC will provide prior notice to the Client before undertaking any actions that result in additional charges.
   1. Client may request content updates at any time during the term of a subscription. MARC will make reasonable efforts to implement such content updates within 24 to 48 business hours. Content updates shall not include content creation, integrations, additional pages, or custom coding, which are subject to additional fees. MARC will notify the Client in advance of any such charges. Acceptable updates are limited to content changes, including but not limited to text edits, image replacements, color adjustments, font changes, and simple design modifications to layout. All content necessary for these updates must be provided by the Client.
   1. If you make changes to your website, you are fully responsible for the changes or updates and the results to the website. If you make changes that impact the functionality or materially impact your website, there may be additional charges needed for Marc to restore the website based on changes made by you or your agent.
   1. Client acknowledges that Marc will add a “Web Design” by “Marc” link (or substantially similar description of Marc’s Services) to the footer section of each website they work on. If you want this removed, please reach out to us to discuss the needed terms for removal.  

Hosting:

1. Marc shall host Client’s website. As addressed in Section 6, Marc offers no guarantees of uninterrupted hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of a third parties website hosting services. Marc relies upon third parties to assist with hosting and is not liable for such third parties’ practices.
   1. Upon termination of website Services, Client is responsible for moving the website from Marc’s hosting. Marc will not continue to host a client’s website after termination of website Services. Marc will provide 14 days after termination of website Services for Client to move their site. If Client does not move their site within 14 days, Marc may delete their website files and other information. Client is fully responsible for the results of moving the site and assumes all risks, including, but not limited to, how a website may work differently on a new host because of its distinct configuration. Notwithstanding the foregoing, the Client is only permitted to move the website if they have made all required payments and complied with the terms of the MSA during the Initial Term.
   1. Client acknowledges that Marc may from time to time be required to perform maintenance, upgrades, or replacements to servers. Marc reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, Marc will notify Client via e-mail at least 24 hours before the due date and time for maintenance.

Digital Advertising/ Social Media Addendum

General Terms:

1. Marc shall provide Client management service of third party accounts, as specified in the Sales Order. Such accounts may include, but are not limited to, accounts such as Google Ads, Google+, Yahoo local, Yelp, Facebook, Instagram and other third party platforms (“Third Party Platform Accounts”) and assist with bidding of advertising on social media websites, OTT platforms and other digital platforms (“Digital Advertising Placement”).
   1. Client expressly permits Marc to create a Third Party Platform Accounts on their behalf or grants Marc access to their current Third Party Platform Accounts. Client acknowledges that each Third-Party Platform is subject to its own terms and conditions. Marc is not liable if Client’s account request is rejected.
   1. Marc acknowledges that Client owns the Third-Party Platform Accounts set up for digital advertising solely in the client’s name. Upon expiration of the term of this MSA, Client may retain access and ownership of all accounts and all their configuration that are set up solely in that Client’s name.

Digital Advertising:

1. Marc cannot promise the number of advertisements, impressions and other content that will be provided when assisting a client with digital advertising, whether through social media websites, OTT platforms or other websites. Ultimately, digital advertising is generally purchased through a bidding process, without set pricing. Marc will use the budget provided by you when endeavoring to fulfill digital advertising requests and will seek consent before going above the determined budget. Marc can provide no promises on the results of a specific digital campaign.
2. When you provide Marc access to a Third Party Platform Accounts or allow Marc to create a Third Party Platform Accounts in your name, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords. In many cases we need to create, edit, manage, maintain, and delete, your profiles, content, listings on these Third-Party Platform Accounts. You agree by providing us access to these accounts that we are acting as agents of you and you authorize us to make any additions, changes, and amendments to all information within these Third Party Platform Accounts.
3. Client agrees that any images to be used in advertisements will be supplied to Marc. Client acknowledges that if images are not provided, additional design fees may be payable. Marc will include these additional fees on the invoice.
4. Client acknowledges that Third Party Platform Accounts and accounts for Digital Advertisement Placement reserve the right to refuse advertisements at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. Marc will make reasonable efforts to create a substitute advertisement. If the advertisement is rejected due to content, Marc shall require Client to supply new copy acceptable to aforementioned sites. Marc cannot be held liable for rejection of ads by Third Party Platform Accounts or other websites or platforms. Client acknowledges that if an advertisement previously accepted and displayed on website or platform is then subsequently removed by said site, prior to the end of the agreed period, that Marc is not liable for this decision and no refund will be payable.

Social Media:

1. Client agrees to supply Marc with the necessary Content, including, but not limited to, adequate photography or imagery to use on its social media channels; or Marc may recommend a stock photography bundle.
2. Client agrees that they are responsible for reviewing the social media platforms for accuracy to include spelling and grammatical errors, statements, and assertions. Marc is not liable for the errors discovered. Client hereby agrees that it is their sole responsibility to notify Marc of any such errors.
3. Client is responsible for monitoring its direct messages. Marc will make commercially reasonable efforts to alert you to new messages, but it is your responsibility to respond to messages, as needed.
4. Marc cannot control a community’s reactions, including their comments on your social media platforms. Marc will make commercially reasonable efforts to respond appropriately to negative comments or interactions with a social media platform.

Broadcast Programming Addendum

General Terms:

1. Client is responsible for ensuring it has all other licenses or intellectual property that may be necessary to broadcast the Content, including permission to incorporate music into its Product. Marc will only be responsible for all public performance license fees due to ASCAP, BMI, SESAC and GMR. 
2. Marc shall broadcast the Content in accordance with the Sales Order. Notwithstanding anything contrary in this MSA, and consistent with Marc’s obligation pursuant to the Communications Act of 1934, Marc shall have the right, with respect to the Content, to delete any material it reasonably believes unsuitable for broadcast or to preempt for a program of immediate and outstanding local or national importance, excluding local sports; Marc agrees to give Client prompt written notice of any such preemption and to reimburse Client for any segment of the Product that is preempted or to make available a comparable replacement spot within a reasonable time, with the appropriate option being in Marc’s sole discretion. Client, its agents, employees, and principals shall not announce any scheduling changes or other matters involving Marc on air or otherwise until such time as Marc has authorized such announcement.
3. Marc does not discriminate in any contract for programming or advertising on the basis of race, gender, or ethnicity and all such contracts will be evaluated, accepted, negotiated, and completed without regard to race, gender, or ethnicity. Any provision in any contract or order that purports to discriminate on the basis of race, gender or ethnicity is hereby rejected. Client represents and warrants that the Product or broadcast of the Product was not directly or indirectly sponsored, paid for, or furnished by a foreign governmental entity.

Long Form Programming:

1. Client will deliver the content for long form programming (“Long Form Programming”) to Marc via digital transfer. In the event Client does not deliver the Long Form Programming to Marc sufficiently in advance of the broadcast or publication time to be properly broadcast or published (no later than 2pm the business day prior to broadcast), or do not meet with all technical, production and content standards of Marc, in the reasonable discretion of Marc, Marc shall have the right to broadcast or publish a substitute program, announcement, or image, and Client shall remain liable for the full amount due had Marc broadcast or published the Product.
2. For Long Form Programming segments of a sale, the Client or Marc may terminate upon 90 days prior written notice.

Non-Long Form Programming:

1. For all non-longform broadcast radio sales, the Client or Marc may terminate upon thirty (30) days prior written notice.

Newspaper Advertising Addendum

General Terms:

1. Marc reserves the right to increase advertising rates and will provide notification in writing 30 days prior to any rate increase. In the event of a rate increase, the Client may terminate if it provides Marc with 10 days prior written notice before the rate increase.
2. Cancellation of newspaper advertising requires 60 days’ prior written notice and requires the publication of 8 weeks of ads. Payment in full of the final 8 weeks of advertisements is due when the contract is cancelled, whether or not all final ads are published. If the cancellation changes the ad frequency rate, client will pay the difference between the contracted rate and the published frequency rate for ads published in the Sales Order.

Copy for Advertising:

1. Submission of copy is the responsibility of the Client.

Motor Marketplace Addendum

Motor Marketplace platform is a vehicle listing service.

General Terms:

1. This MSA and a Sales Order will renew automatically for a further twelve (12) months (“Renewal Term”) on each anniversary of the Effective Date unless either party gives the other written notice of termination at least thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable. As used in this MSA, “Term” will be taken to mean Initial Term or Renewal Term, as applicable in the context.
2. You acknowledge and agree that (i) you are responsible for updating in a timely manner any of your Content that ceases to meet the requirements specified in Section 4 of this MSA, (ii) Marc does not have the ability or obligation to determine if your Content meets the requirements in Section 4 of this MSA and (iii) Marc does not have the ability or obligation to determine where photos or videos of vehicles were derived from and whether such images require additional labels such as being labeled as “stock” to be incompliance with a license (you bear the consequences of any Content violating the requirements specified above). More specifically, if you provide to Marc your offer price for a vehicle to be included in Motor Marketplace, you acknowledge and agree that (a) subject to the exception in clause (b), Marc will display publicly that offer price for that vehicle, and consumers will not be required to submit a lead form to see it, or (b) if you sell makes that are subject to OEM MAAP rules, we will display publicly the MSRP you provide to us for that vehicle. In certain cases, we may provide to a consumer by email an exclusive price you provide to us for this purpose. In all cases, you agree to honor the price for the vehicle that you provide to us for display, for the period for which you have specified to us (or, if no period is specified, until your Information for that vehicle reflects a different price), and on the terms and subject to the conditions that are included in the Content submitted for that vehicle (subject only to the prior sale of that vehicle).
3. Marc reserves the right to increase rates and will provide notification in writing 30 days prior to any rate increase. In the event of a rate increase, the Client may terminate if it provides Marc with 10 days prior written notice before the rate increase.
4. Each party may terminate the Motor Marketplace Services by giving 30-day prior written notice to the other party.

Disclaimer of Warranty and Limitation of Liability:  Motor Marketplace, together with certain other Services, generate vehicle “Leads” (that is, expressions of interest by a consumer in a specific vehicle identified by year/make/model or by vehicle identification number that are submitted to Marc for transmission to dealers). To further clarify, as addressed in Section 6, Marc is not obligated to provide you with a minimum number of Leads, Marc does not guarantee any sales as a result of your use of such Service(s) and your obligation to pay the Fees is unconditional and not dependent on any such sales. You agree not to resell or otherwise transfer to another dealership or any other person or entity any Leads (or any data included in any Leads) delivered to you by Marc.