TERMS AND CONDITIONS

By signing this agreement, accepting service or reserving a spot in our giveaway, You, the customer, confirm that you have read and agree to all terms and conditions of this agreement, including any additional terms and disclosures listed. These Terms and Conditions (“Terms”) describe the terms on which Premier Marketing, a North Carolina limited liability company, with offices at 615 S College St, Floor 9, Charlotte, NC 28202 (“Premier”) will provide advertising services (the “Services”) to you (the “Advertiser”) under an Order (each an “Order” and collectively, “Orders”). In these Terms, you and Premier may be referred to individually as a “Party” and collectively as the “Parties.” These Terms and any Orders entered into by the Parties will be referred to collectively as the “Agreement.”

1. Orders. From time to time, the Parties may enter into an Order under which Premier will provide the Services to Advertiser. All Orders are subject to and governed by these Terms. Premier reserves the right to refuse any Order, or cancel any Order, at any time without cause. Revisions or modifications to accepted Orders must be agreed on by the Parties in writing. The Order covered by this Agreement is the Sponsor Spot for the Premier Pursuit Black Friday Giveaway, for a one-time fee of $2,000.00.

2. Payment. All amounts due and payable under an Order must be received by Premier by the due date set forth in the Order (the “Due Date”). For the Sponsor Spot, the full fee is due at checkout. If payment is not received by the Due Date, the Order will automatically terminate unless, in Premier’s sole discretion, Advertiser is nonetheless included in the Campaign pending receipt of Advertiser’s payment.

3. Description of Premier’s Services.

a. Your social media profile(s), as set forth in the applicable Order, (each, a “Profile” and collectively, “Profiles”) will be placed on a list of featured profiles that the Campaign Host Account follows, to receive access to new follower growth through the audience of the host involved in the applicable promotional campaign (each, a “Campaign” and collectively, “Campaigns”).

b. The Campaign will be posted on the host’s social media account. Followers will be directed to visit the tagged Campaign Host Account (@premierpursuitus) to enter a giveaway to win the prize.

c. The Campaign Host Account will be following the Advertiser, together with other businesses and creators taking part in the Campaign.

d. As part of the entry criteria, entrants will be required to follow all accounts the Campaign Host Account is following.

e. Official giveaway rules will be published online at the Giveaway Terms & Conditions page linked from this checkout.

f. Premier will conduct a random draw of eligible entrants. The winner will be announced online in accordance with applicable law.

g. Other than specifically set forth herein, you will not receive copies of any Campaign materials and will have no right or license to use such materials in any way, including, without limitation, photos, videos, artwork or advertising copy.

4. Disruption.

a. In the unlikely event that the Campaign is disrupted in any way, for any reason, that could adversely affect the Campaign, Premier may, in its sole discretion, extend, modify, reschedule, relocate, terminate, or otherwise adjust the Campaign. This is the sole remedy for disruption of the Campaign and Advertiser acknowledges that it is not entitled to a refund or other compensation.

b. In the event of a disruption to the Campaign, Premier will: (1) use its best efforts to resolve the disruption; and (2) contact the Advertiser by email as soon as practicable, informing them of the disruption and Premier’s chosen course of action.

5. Unsolicited offers and non-disclosure. Soliciting giveaway participants and members of Premier’s networking groups is strictly prohibited. For a period of thirty (30) days prior to, and thirty (30) days following completion of, this Campaign, the Advertiser is not to contact: (i) other participants of this Campaign; (ii) representatives of Premier; or (iii) the host, or their representative, with unsolicited offers for personal or business gain. Advertiser is not allowed to disclose the terms and price of the Services or the followers gained.

6. Term. The term of this Agreement will continue until the end of the Campaign.

7. Cancellation and Termination. Premier may cancel an Order at any time for any reason. In the event of such cancellation, Premier will refund Advertiser’s payment in full within five (5) business days. Other than as specifically set forth herein, the Advertiser may not cancel the Order for any reason.

8. No Guarantee. Premier does not guarantee results. To the extent Premier shares results from previous campaigns, such results are provided for information only and not as a guarantee of any particular outcome, including any number of new followers. All sales are final. Due to the nature of the giveaway and limited spots, Premier does not provide any refunds or guarantees except as stated in Sections 7 and 13(b).

9. Confidentiality.

a. If either Party (the “Receiving Party”) receives Confidential Information from the other Party (the “Disclosing Party”), then the Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than the provision and receipt of Services in accordance with this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

b. “Confidential Information” means, with respect to each Party, all nonpublic information (including the terms of this Agreement) disclosed or made available under this Agreement that relates to the provision or receipt of Services or either Party’s financial condition, campaign pricing, campaign terms, business or social media strategy, operations, technology, or contact information for Advertisers, vendors, hosts, or agents, or information that is clearly identified as confidential at the time of disclosure or that, in light of the nature of the information itself or the circumstances surrounding its disclosure, ought in good faith to be deemed confidential.

c. The Receiving Party’s obligations under these Terms with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party, (ii) is disclosed to the Receiving Party by a third party that had the right to make such disclosure without any confidentiality restrictions, (iii) is, or through no fault of the Receiving Party has become, generally available to the public, or (iv) is independently developed by the Receiving Party without access to, use of, or reference to the Disclosing Party’s Confidential Information.

10. Intellectual Property.

a. Premier owns and will continue to own all intellectual property rights in and related to Premier, the Premier Pursuit brand and the Services, including, without limitation, brand names, social media handles, email lists and payment and contact information for advertisers, vendors, hosts, or agents, tradenames, graphics, logos, symbols, technical know-how, concepts, inventions, processes, techniques, documentation, domain names, website designs, all improvements and modifications to any of the foregoing, and all patent, trade secret, copyright, trademark, and other proprietary rights worldwide embodied in each of the preceding. Premier does not own the images of the host and conveys no rights to Advertiser to use such images.

b. You own and will continue to own all intellectual property rights in and related to your company and Profiles, including, without limitation, your brand names, social media handles, tradenames, graphics, logos, symbols, domain names, website designs, product designs, all improvements and modifications to any of the foregoing, and all patent, trade secret, copyright, trademark, and other proprietary rights worldwide embodied in each of the preceding.

11. Representations and Warranties.

a. Each Party represents and warrants to the other Party that (i) such Party has all necessary right, power, and authority to enter into this Agreement and perform the acts required of such Party hereunder, and (ii) such Party’s entry into this Agreement and performance of its obligations and duties hereunder do not and will not violate any agreement of such Party or by which such Party is bound.

b. Advertiser represents and warrants to Premier that Advertiser’s Profiles: (i) do not infringe or misappropriate any intellectual property (including, without limitation, trademarks and copyrights), confidentiality, publicity, or privacy rights of any third party in any jurisdiction, (ii) are truthful and not defamatory, deceptive, or misleading, (iii) do not contain any material or element that is unlawful, harmful, abusive, hateful, threatening, or obscene, (iv) comply with all applicable laws, including those regarding unfair competition, anti-discrimination, or false advertising, and (v) comply with all policies and terms of use of the social media platform on which they are found.

12. Disclaimer. Neither Party makes any other warranty, express or implied, with respect to this Agreement or the Services, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, or any warranties arising out of a course of dealing or course of performance. All aspects of Premier’s performance and Services are “as is,” “with all faults,” and “as available.” Without limiting the foregoing, Premier does not warrant that (a) the Services will meet Advertiser’s requirements or expectations, (b) the Services will be uninterrupted or error-free, or (c) Advertiser will obtain any particular results by use of the Services, including, without limitation, any increase in followers of Advertiser’s Profiles or any engagement of such followers.

13. Limitation of Liability.

a. Excluding damages that result from a breach of Section 9 (Confidentiality), Section 11 (Representations and Warranties), or intentional misconduct or gross negligence, in no event will either Party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other Party arising out of this Agreement, even if such Party has been advised of the possibility of such damages. The total cumulative liability of each Party in connection with this Agreement will in no event exceed the amount of any payments actually received by Premier from Advertiser under this Agreement.

b. Notwithstanding the foregoing, if Premier fails to launch a Campaign set forth in an Order or fails to include any of Advertiser’s Profiles in such Campaign, then Advertiser’s sole remedy shall be a refund of the amount paid by the Advertiser.

14. Governing Law. This Agreement will be governed by, and construed and enforced in accordance with, the substantive laws of the State of North Carolina, without reference to the laws of any other state or jurisdiction. Any action brought in any way related to this Agreement shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina.

15. Non-disparagement. During and after the Services provided, the Advertiser agrees not to disparage Premier, its managers, officers, members, or affiliates; provided, however, that Advertiser may give truthful testimony in compliance with a lawful subpoena or court order. Failure to comply may result in liability for damages caused.

16. Electronic Signature. Advertiser agrees that checking the consent boxes and completing payment on this page constitutes Advertiser’s electronic signature, and that this Agreement is legally binding to the same extent as a signed paper agreement under the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and applicable state law. Premier will record the date, time, IP address and version of these Terms accepted.

17. Miscellaneous. Each Party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, agency, or franchise). Failure to enforce any part of this Agreement is not a waiver; only signed waivers are effective. The waiver of a breach of any provision will not operate or be interpreted as a waiver of any other or subsequent breach. Advertiser will not assign this Agreement in whole or part without Premier’s consent, and any assignment in violation of this section is null and void. This Agreement will bind and benefit the Parties’ successors and permitted assigns. The language in all parts of this Agreement will be construed, in all cases, according to fair meaning. If any part of this Agreement cannot be enforced as written, then the unenforceable portion will be replaced with similar terms to the extent enforceable under applicable law, and the rest of this Agreement will not be affected. All rights and remedies under this Agreement are cumulative. This Agreement is the Parties’ entire agreement on this subject, merges all prior and contemporaneous communications, and supersedes all prior agreements between the Parties regarding this subject.