Policies

Dad’s Guide to WDW is owned and operated by CTSA LLC (which also operates wdw-magazine.com and shop.wdw-magazine.com).  Please view our policies below, and contact hello@dadsguidetowdw.com with any questions.

Last Updated: January 2, 2021

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Privacy Policy:

Account means a unique account created for You to access our Service or parts of our Service.

Business, for the purpose of the CCPA (California Consumer Privacy Act), refers to the Company as the legal entity that collects Consumers’ personal information and determines the purposes and means of the processing of Consumers’ personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information, that does business in the State of California.

Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to CTSA LLC, 874 Walker Rd, Suite C, Dover, Delaware, 19904, United States.

For the purpose of the GDPR, the Company is the Data Controller.

Consumer, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose.

Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.

Country refers to: Delaware, United States

Data Controller, for the purposes of the GDPR (General Data Protection Regulation), refers to the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.

Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

Do Not Track (DNT) is a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.

Facebook Fan Page is a public profile named Dad’s Guide to WDW specifically created by the Company on the Facebook social network, accessible from https://www.facebook.com/DadsGuidetoWDW

Personal Data is any information that relates to an identified or identifiable individual.

For the purposes for GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity.

For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.

Sale, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s personal information to another business or a third party for monetary or other valuable consideration.

Service refers to the Website.

Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.

Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.

Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

Website refers to Dad’s Guide to WDW, accessible from http://www.dadsguidetowdw.com

You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the User as you are the individual using the Service.

Collecting and Using Your Personal Data

Types of Data Collected

Personal Data

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

Email address

First name and last name

Phone number

Address, State, Province, ZIP/Postal code, City

Usage Data

Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service. The technologies We use may include:

  • Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.
  • Flash Cookies. Certain features of our Service may use local stored objects (or Flash Cookies) to collect and store information about Your preferences or Your activity on our Service. Flash Cookies are not managed by the same browser settings as those used for Browser Cookies. For more information on how You can delete Flash Cookies, please read “Where can I change the settings for disabling, or deleting local shared objects?” available at https://helpx.adobe.com/flash-player/kb/disable-local-shared-objects-flash.html#main_Where_can_I_change_the_settings_for_disabling__or_deleting_local_shared_objects_
  • Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).

Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. You can learn more about cookies here: All About Cookies by TermsFeed.

We use both Session and Persistent Cookies for the purposes set out below:

Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.

Cookies Policy / Notice Acceptance Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies identify if users have accepted the use of cookies on the Website.

Functionality Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.

Tracking and Performance Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access the Website. We may also use these Cookies to test new pages, features or new functionality of the Website to see how our users react to them.

Targeting and Advertising Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies track your browsing habits to enable Us to show advertising which is more likely to be of interest to You. These Cookies use information about your browsing history to group You with other users who have similar interests. Based on that information, and with Our permission, third party advertisers can place Cookies to enable them to show adverts which We think will be relevant to your interests while You are on third party websites.

For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.

Use of Your Personal Data

The Company may use Personal Data for the following purposes:

  • To provide and maintain our Service, including to monitor the usage of our Service.
  • To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
  • For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
  • To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
  • To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
  • To manage Your requests: To attend and manage Your requests to Us.
  • To deliver targeted advertising to You: We may use Your information to develop and display content and advertising (and work with third-party vendors who do so) tailored to Your interests and/or location and to measure its effectiveness.
  • For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
  • For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

  • With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to show advertisements to You to help support and maintain Our Service, to advertise on third party websites to You after You visited our Service, for payment processing, to contact You.
  • For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
  • With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
  • With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
  • With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third-Party Social Media Service, Your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity. Similarly, other users will be able to view descriptions of Your activity, communicate with You and view Your profile.
  • With Your consent: We may disclose Your personal information for any other purpose with Your consent.

Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

Disclosure of Your Personal Data

Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

Law enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Other legal requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

  • Comply with a legal obligation
  • Protect and defend the rights or property of the Company
  • Prevent or investigate possible wrongdoing in connection with the Service
  • Protect the personal safety of Users of the Service or the public
  • Protect against legal liability

Security of Your Personal Data

The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.

Detailed Information on the Processing of Your Personal Data

The Service Providers We use may have access to Your Personal Data. These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies.

Analytics

We may use third-party Service providers to monitor and analyze the use of our Service.

Google Analytics

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.

You can opt-out of having made your activity on the Service available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (ga.js, analytics.js and dc.js) from sharing information with Google Analytics about visits activity.

For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy

Advertising

We may use Service Providers to show advertisements to You to help support and maintain Our Service.

Google AdSense & DoubleClick Cookie

Google, as a third party vendor, uses cookies to serve ads on our Service. Google’s use of the DoubleClick cookie enables it and its partners to serve ads to our users based on their visit to our Service or other websites on the Internet.

You may opt out of the use of the DoubleClick Cookie for interest-based advertising by visiting the Google Ads Settings web page: http://www.google.com/ads/preferences/

Email Marketing

We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.

We may use Email Marketing Service Providers to manage and send emails to You.

Infusionsoft by Keap

Their Privacy Policy can be viewed at https://keap.com/legal/privacy-policy

Payments

We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).

We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

Apple Store In-App Payments

Their Privacy Policy can be viewed at https://www.apple.com/legal/privacy/en-ww/

Google Play In-App Payments

Their Privacy Policy can be viewed at https://www.google.com/policies/privacy/

Stripe

Their Privacy Policy can be viewed at https://stripe.com/us/privacy

PayPal

Their Privacy Policy can be viewed at https://www.paypal.com/webapps/mpp/ua/privacy-full

Behavioral Remarketing

The Company uses remarketing services to advertise to You after You accessed or visited our Service. We and Our third-party vendors use cookies and non-cookie technologies to help Us recognize Your Device and understand how You use our Service so that We can improve our Service to reflect Your interests and serve You advertisements that are likely to be of more interest to You.

These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies and to enable Us to:

  • Measure and analyze traffic and browsing activity on Our Service
  • Show advertisements for our products and/or services to You on third-party websites or apps
  • Measure and analyze the performance of Our advertising campaigns

Some of these third-party vendors may use non-cookie technologies that may not be impacted by browser settings that block cookies. Your browser may not permit You to block such technologies. You can use the following third-party tools to decline the collection and use of information for the purpose of serving You interest-based advertising:

You may opt-out of all personalized advertising by enabling privacy features on Your mobile device such as Limit Ad Tracking (iOS) and Opt Out of Ads Personalization (Android). See Your mobile device Help system for more information.

We may share information, such as hashed email addresses (if available) or other online identifiers collected on Our Service with these third-party vendors. This allows Our third-party vendors to recognize and deliver You ads across devices and browsers. To read more about the technologies used by these third-party vendors and their cross-device capabilities please refer to the Privacy Policy of each vendor listed below.

The third-party vendors We use are:

Google Ads (AdWords)

Google Ads (AdWords) remarketing service is provided by Google Inc.

You can opt-out of Google Analytics for Display Advertising and customise the Google Display Network ads by visiting the Google Ads Settings page: http://www.google.com/settings/ads

Google also recommends installing the Google Analytics Opt-out Browser Add-on – https://tools.google.com/dlpage/gaoptout – for your web browser. Google Analytics Opt-out Browser Add-on provides visitors with the ability to prevent their data from being collected and used by Google Analytics.

For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy

Facebook

Facebook remarketing service is provided by Facebook Inc.

You can learn more about interest-based advertising from Facebook by visiting this page: https://www.facebook.com/help/164968693837950

To opt-out from Facebook’s interest-based ads, follow these instructions from Facebook: https://www.facebook.com/help/568137493302217

Facebook adheres to the Self-Regulatory Principles for Online Behavioural Advertising established by the Digital Advertising Alliance. You can also opt-out from Facebook and other participating companies through the Digital Advertising Alliance in the USA http://www.aboutads.info/choices/, the Digital Advertising Alliance of Canada in Canada http://youradchoices.ca/ or the European Interactive Digital Advertising Alliance in Europe http://www.youronlinechoices.eu/, or opt-out using your mobile device settings.

For more information on the privacy practices of Facebook, please visit Facebook’s Data Policy: https://www.facebook.com/privacy/explanation

Pinterest

Pinterest remarketing service is provided by Pinterest Inc.

You can opt-out from Pinterest’s interest-based ads by enabling the “Do Not Track” functionality of your web browser or by following Pinterest instructions: http://help.pinterest.com/en/articles/personalization-and-data

You can learn more about the privacy practices and policies of Pinterest by visiting their Privacy Policy page: https://about.pinterest.com/en/privacy-policy

GDPR Privacy

Legal Basis for Processing Personal Data under GDPR

We may process Personal Data under the following conditions:

  • Consent: You have given Your consent for processing Personal Data for one or more specific purposes.
  • Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof.
  • Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
  • Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person.
  • Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company.
  • Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.

In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.

Your Rights under the GDPR

The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.

You have the right under this Privacy Policy, and by law if You are within the EU, to:

  • Request access to Your Personal Data. The right to access, update or delete the information We have on You. Whenever made possible, you can access, update or request deletion of Your Personal Data directly within Your account settings section. If you are unable to perform these actions yourself, please contact Us to assist You. This also enables You to receive a copy of the Personal Data We hold about You.
  • Request correction of the Personal Data that We hold about You. You have the right to to have any incomplete or inaccurate information We hold about You corrected.
  • Object to processing of Your Personal Data. This right exists where We are relying on a legitimate interest as the legal basis for Our processing and there is something about Your particular situation, which makes You want to object to our processing of Your Personal Data on this ground. You also have the right to object where We are processing Your Personal Data for direct marketing purposes.
  • Request erasure of Your Personal Data. You have the right to ask Us to delete or remove Personal Data when there is no good reason for Us to continue processing it.
  • Request the transfer of Your Personal Data. We will provide to You, or to a third-party You have chosen, Your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which You initially provided consent for Us to use or where We used the information to perform a contract with You.
  • Withdraw Your consent. You have the right to withdraw Your consent on using your Personal Data. If You withdraw Your consent, We may not be able to provide You with access to certain specific functionalities of the Service.

Exercising of Your GDPR Data Protection Rights

You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.

You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (EEA), please contact Your local data protection authority in the EEA.

Facebook Fan Page

Data Controller for the Facebook Fan Page

The Company is the Data Controller of Your Personal Data collected while using the Service. As operator of the Facebook Fan Page https://www.facebook.com/DadsGuidetoWDW, the Company and the operator of the social network Facebook are Joint Controllers.

The Company has entered into agreements with Facebook that define the terms for use of the Facebook Fan Page, among other things. These terms are mostly based on the Facebook Terms of Service: https://www.facebook.com/terms.php

Visit the Facebook Privacy Policy https://www.facebook.com/policy.php for more information about how Facebook manages Personal data or contact Facebook online, or by mail: Facebook, Inc. ATTN, Privacy Operations, 1601 Willow Road, Menlo Park, CA 94025, United States.

Facebook Insights

We use the Facebook Insights function in connection with the operation of the Facebook Fan Page and on the basis of the GDPR, in order to obtain anonymized statistical data about Our users.

For this purpose, Facebook places a Cookie on the device of the user visiting Our Facebook Fan Page. Each Cookie contains a unique identifier code and remains active for a period of two years, except when it is deleted before the end of this period.

Facebook receives, records and processes the information stored in the Cookie, especially when the user visits the Facebook services, services that are provided by other members of the Facebook Fan Page and services by other companies that use Facebook services.

For more information on the privacy practices of Facebook, please visit Facebook Privacy Policy here: https://www.facebook.com/full_data_use_policy

CCPA Privacy

This privacy notice section for California residents supplements the information contained in Our Privacy Policy and it applies solely to all visitors, users, and others who reside in the State of California.

Categories of Personal Information Collected

We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.

Please note that the categories and examples provided in the list below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact collected by Us, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.

Category A: Identifiers.

Examples: A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, driver’s license number, passport number, or other similar identifiers.

Collected: Yes.

Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).

Examples: A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories.

Collected: Yes.

Category C: Protected classification characteristics under California or federal law.

Examples: Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).

Collected: No.

Category D: Commercial information.

Examples: Records and history of products or services purchased or considered.

Collected: Yes.

Category E: Biometric information.

Examples: Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.

Collected: No.

Category F: Internet or other similar network activity.

Examples: Interaction with our Service or advertisement.

Collected: Yes.

Category G: Geolocation data.

Examples: Approximate physical location.

Collected: No.

Category H: Sensory data.

Examples: Audio, electronic, visual, thermal, olfactory, or similar information.

Collected: No.

Category I: Professional or employment-related information.

Examples: Current or past job history or performance evaluations.

Collected: No.

Category J: Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).

Examples: Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.

Collected: No.

Category K: Inferences drawn from other personal information.

Examples: Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

Collected: No.

Under CCPA, personal information does not include:

  • Publicly available information from government records
  • Deidentified or aggregated consumer information
  • Information excluded from the CCPA’s scope, such as:
  • Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data
  • Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994

Sources of Personal Information

We obtain the categories of personal information listed above from the following categories of sources:

  • Directly from You. For example, from the forms You complete on our Service, preferences You express or provide through our Service, or from Your purchases on our Service.
  • Indirectly from You. For example, from observing Your activity on our Service.
  • Automatically from You. For example, through cookies We or our Service Providers set on Your Device as You navigate through our Service.
  • From Service Providers. For example, third-party vendors to monitor and analyze the use of our Service, third-party vendors to provide advertising on our Service, third-party vendors to deliver targeted advertising to You, third-party vendors for payment processing, or other third-party vendors that We use to provide the Service to You.

Use of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose personal information We collect for “business purposes” or “commercial purposes” (as defined under the CCPA), which may include the following examples:

  • To operate our Service and provide You with our Service.
  • To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
  • To fulfill or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, We will use that personal information to respond to Your inquiry. If You provide Your personal information to purchase a product or service, We will use that information to process Your payment and facilitate delivery.
  • To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
  • As described to You when collecting Your personal information or as otherwise set forth in the CCPA.
  • For internal administrative and auditing purposes.
  • To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.

Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the “Use of Your Personal Data” section.

If We decide to collect additional categories of personal information or use the personal information We collected for materially different, unrelated, or incompatible purposes We will update this Privacy Policy.

Disclosure of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:

  • Category A: Identifiers
  • Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
  • Category D: Commercial information
  • Category F: Internet or other similar network activity

Please note that the categories listed above are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact disclosed, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed.

When We disclose personal information for a business purpose or a commercial purpose, We enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.

Sale of Personal Information

As defined in the CCPA, “sell” and “sale” mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal Iinformation, but not necessarily a monetary benefit.

Please note that the categories listed below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact sold, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been shared for value in return.

We may sell and may have sold in the last twelve (12) months the following categories of personal information:

  • Category A: Identifiers
  • Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
  • Category D: Commercial information
  • Category F: Internet or other similar network activity

Share of Personal Information

We may share Your personal information identified in the above categories with the following categories of third parties:

  • Service Providers
  • Payment processors
  • Our affiliates
  • Our business partners
  • Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You

Sale of Personal Information of Minors Under 16 Years of Age

We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization (the “right to opt-in”) from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, You (or Your authorized representative) may submit a request to Us by contacting Us.

If You have reason to believe that a child under the age of 13 (or 16) has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.

Your Rights under the CCPA

The CCPA provides California residents with specific rights regarding their personal information. If You are a resident of California, You have the following rights:

  • The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
  • The right to request. Under CCPA, You have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, We will disclose to You:
  • The categories of personal information We collected about You
  • The categories of sources for the personal information We collected about You
  • Our business or commercial purpose for collecting or selling that personal information
  • The categories of third parties with whom We share that personal information
  • The specific pieces of personal information We collected about You
  • If we sold Your personal information or disclosed Your personal information for a business purpose, We will disclose to You:
  • The categories of personal information categories sold
  • The categories of personal information categories disclosed
  • The right to say no to the sale of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request please contact Us.
  • The right to delete Personal Data. You have the right to request the deletion of Your Personal Data, subject to certain exceptions. Once We receive and confirm Your request, We will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:
  • Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.
  • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
  • Debug products to identify and repair errors that impair existing intended functionality.
  • Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
  • Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
  • Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if You previously provided informed consent.
  • Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.
  • Comply with a legal obligation.
  • Make other internal and lawful uses of that information that are compatible with the context in which You provided it.
  • The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer’s rights, including by:
  • Denying goods or services to You
  • Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
  • Providing a different level or quality of goods or services to You
  • Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services

Exercising Your CCPA Data Protection Rights

In order to exercise any of Your rights under the CCPA, and if You are a California resident, You can contact Us:

Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.

Your request to Us must:

  • Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
  • Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it

We cannot respond to Your request or provide You with the required information if We cannot:

  • Verify Your identity or authority to make the request
  • And confirm that the personal information relates to You

We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.

Any disclosures We provide will only cover the 12-month period preceding the verifiable request’s receipt.

For data portability requests, We will select a format to provide Your personal information that is readily useable and should allow You to transmit the information from one entity to another entity without hindrance.

Do Not Sell My Personal Information

You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.

The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.

Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use.

Website

You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:

The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, You will need to opt out again.

Mobile Devices

Your mobile device may give You the ability to opt out of the use of information about the apps You use in order to serve You ads that are targeted to Your interests:

  • “Opt out of Interest-Based Ads” or “Opt out of Ads Personalization” on Android devices
  • “Limit Ad Tracking” on iOS devices

You can also stop the collection of location information from Your mobile device by changing the preferences on Your mobile device.

“Do Not Track” Policy as Required by California Online Privacy Protection Act (CalOPPA)

Our Service does not respond to Do Not Track signals.

However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.

Your California Privacy Rights (California’s Shine the Light law)

Under California Civil Code Section 1798 (California’s Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties’ direct marketing purposes.

If you’d like to request more information under the California Shine the Light law, and if You are a California resident, You can contact Us using the contact information provided below.

California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)

California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.

To request removal of such data, and if You are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.

Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.

Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, You can contact us:

Last updated: January 02, 2021

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Account means a unique account created for You to access our Service or parts of our Service.

Country refers to: Oklahoma, United States

Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to CTSA LLC, 874 Walker Rd, Suite C, Dover, Delaware, 19904, United States.

Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

Free Trial refers to a limited period of time that may be free when purchasing a Subscription.

Goods refer to the items offered for sale on the Service.

Orders mean a request by You to purchase Goods from Us.

Promotions refer to contests, sweepstakes or other promotions offered through the Service.

Service refers to the Website.

Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.

Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

Website refers to Dad’s Guide to WDW, accessible from http://www.dadsguidetowdw.com

You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Placing Orders for Goods

By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.

Your Information

If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.

Order Cancellation

We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:

  • Goods availability
  • Errors in the description or prices for Goods
  • Errors in Your Order

We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.

Your Order Cancellation Rights

Any Goods you purchase can only be returned in accordance with these Terms and Conditions and Our Returns Policy.

Our Returns Policy forms a part of these Terms and Conditions. Please read our Returns Policy to learn more about your right to cancel Your Order.

Your right to cancel an Order only applies to Goods that are returned in the same condition as You received them. You should also include all of the products instructions, documents and wrappings. Goods that are damaged or not in the same condition as You received them or which are worn simply beyond opening the original packaging will not be refunded. You should therefore take reasonable care of the purchased Goods while they are in Your possession.

We will reimburse You no later than 14 days from the day on which We receive the returned Goods. We will use the same means of payment as You used for the Order, and You will not incur any fees for such reimbursement.

You will not have any right to cancel an Order for the supply of any of the following Goods:

  • The supply of Goods made to Your specifications or clearly personalized.
  • The supply of Goods which according to their nature are not suitable to be returned, deteriorate rapidly or where the date of expiry is over.
  • The supply of Goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
  • The supply of Goods which are, after delivery, according to their nature, inseparably mixed with other items.
  • The supply of digital content which is not supplied on a tangible medium if the performance has begun with Your prior express consent and You have acknowledged Your loss of cancellation right.

Availability, Errors and Inaccuracies

We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Prices Policy

The Company reserves the right to revise its prices at any time prior to accepting an Order.

The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.

Payments

All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.

Subscriptions

Subscription period

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

Subscription cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

Free Trial

The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free Trial.

If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Promotions

Any Promotions made available through the Service may be governed by rules that are separate from these Terms.

If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

Last updated: January 02, 2021

This Cookies Policy explains what Cookies are and how We use them. You should read this policy so You can understand what type of cookies We use, or the information We collect using Cookies and how that information is used.

Cookies do not typically contain any information that personally identifies a user, but personal information that we store about You may be linked to the information stored in and obtained from Cookies. For further information on how We use, store and keep your personal data secure, see our Privacy Policy.

We do not store sensitive personal information, such as mailing addresses, account passwords, etc. in the Cookies We use.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Cookies Policy:

  • Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Cookies Policy) refers to CTSA LLC, 874 Walker Rd, Suite C, Dover, Delaware, 19904, United States.
  • Cookies means small files that are placed on Your computer, mobile device or any other device by a website, containing details of your browsing history on that website among its many uses.
  • Website refers to Dad’s Guide to WDW, accessible from http://www.dadsguidetowdw.com
  • You means the individual accessing or using the Website, or a company, or any legal entity on behalf of which such individual is accessing or using the Website, as applicable.

The use of the Cookies

Type of Cookies We Use

Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser.

We use both session and persistent Cookies for the purposes set out below:

Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.

Functionality Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.

Tracking and Performance Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access the Website. We may also use these Cookies to test new pages, features or new functionality of the Website to see how our users react to them.

Targeting and Advertising Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies track your browsing habits to enable Us to show advertising which is more likely to be of interest to You. These Cookies use information about your browsing history to group You with other users who have similar interests. Based on that information, and with Our permission, third party advertisers can place Cookies to enable them to show adverts which We think will be relevant to your interests while You are on third party websites.

Social Media Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: In addition to Our own Cookies, We may also use various third party plug-ins from social media networking websites such as Facebook, Instagram, Twitter or Google+ to report usage statistics of the Website and to provide social media features. These third party plug-ins may store Cookies. We do not control these Social Media Cookies. Please refer to the relevant social media networking’s website privacy policies for information about their cookies.

Your Choices Regarding Cookies

If You prefer to avoid the use of Cookies on the Website, first You must disable the use of Cookies in your browser and then delete the Cookies saved in your browser associated with this website. You may use this option for preventing the use of Cookies at any time.

If You do not accept Our Cookies, You may experience some inconvenience in your use of the Website and some features may not function properly.

If You’d like to delete Cookies or instruct your web browser to delete or refuse Cookies, please visit the help pages of your web browser.

For the Chrome web browser, please visit this page from Google: https://support.google.com/accounts/answer/32050

For the Internet Explorer web browser, please visit this page from Microsoft: http://support.microsoft.com/kb/278835

For the Firefox web browser, please visit this page from Mozilla: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored

For the Safari web browser, please visit this page from Apple: https://support.apple.com/guide/safari/manage-cookies-and-website-data-sfri11471/mac

For any other web browser, please visit your web browser’s official web pages.

More Information about Cookies

You can learn more about cookies here: All About Cookies by TermsFeed.

Contact Us

If you have any questions about this Cookies Policy, You can contact us:

Last updated: January 02, 2021

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Disclaimer:

  • Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Disclaimer) refers to CTSA LLC, 874 Walker Rd, Suite C, Dover, Delaware, 19904, United States.
  • Service refers to the Website.
  • You means the individual accessing the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
  • Website refers to Dad’s Guide to WDW, accessible from http://www.dadsguidetowdw.com

Disclaimer

The information contained on the Service is for general information purposes only.

The Company assumes no responsibility for errors or omissions in the contents of the Service.

In no event shall the Company be liable for any special, direct, indirect, consequential, or incidental damages or any damages whatsoever, whether in an action of contract, negligence or other tort, arising out of or in connection with the use of the Service or the contents of the Service. The Company reserves the right to make additions, deletions, or modifications to the contents on the Service at any time without prior notice.

The Company does not warrant that the Service is free of viruses or other harmful components.

FTC Affiliate Disclaimer

The disclosure that follows is intended to fully comply with the Federal Trade Commission’s policy of the United States that requires to be transparent about any and all affiliate relations the Company may have on the Service.

You should assume that some of the links are “affiliate links”, a link with a special tracking code.

This means that if You click on an affiliate link and purchase the item, the Company may receive an affiliate commission. This is a legitimate way to monetize and pay for the operation of the Service and the Company gladly reveal its affiliate relationships to You.

The price of the item is the same whether it is an affiliate link or not. Regardless, the Company only recommend products or services the Company believe will add value to users.

Affiliate advertising programs that the Service uses are:

  • Amazon Services LLC Associates Program
  • As an Amazon Associate, I earn from qualifying purchases.
  • The Company is a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.com or endless.com, MYHABIT.com, SmallParts.com, or AmazonWireless.com.
  • Pages on this Service may include affiliate links to Amazon and its affiliate sites on which the owner of this Service, CTSA LLC, 874 Walker Rd, Suite C, Dover, Delaware, 19904, United States, will make a referral commission.
  • Commission Junction
  • ShareASale
  • Destinations to Travel

External Links Disclaimer

The Service may contain links to external websites that are not provided or maintained by or in any way affiliated with the Company.

Please note that the Company does not guarantee the accuracy, relevance, timeliness, or completeness of any information on these external websites.

Advertising Disclaimer

Third party advertisements and links to third party websites may also appear while using the Service. The Company does not make any representation as to the accuracy or suitability of any of the information contained in those advertisements or websites and does not accept any responsibility or liability for the conduct or content of those advertisements and websites and the offerings made by the third-parties.

Third party advertisements and links to other websites where goods or services are advertised are not endorsements or recommendations by the Company of the third party sites, goods or services. The Company takes no responsibility for the content of the ads, promises made, or the quality/reliability of the products or services offered in all advertisements.

Product Reviews Disclaimer

In order to monetize and pay for the operation of the Service, the Company may receive compensation (either monetarily or through free products) for reviews, or endorsement of a particular company, product, or service.

The Company remains independent and reviews are done based on the Company’s own opinions regardless the compensation that can be received.

In accordance with the Federal Trade Commission’s policy of the United States, articles which contain a company, product or service review for which a compensation has been received, will include a disclaimer.

Errors and Omissions Disclaimer

The information given by the Service is for general guidance on matters of interest only. Even if the Company takes every precaution to insure that the content of the Service is both current and accurate, errors can occur. Plus, given the changing nature of laws, rules and regulations, there may be delays, omissions or inaccuracies in the information contained on the Service.

The Company is not responsible for any errors or omissions, or for the results obtained from the use of this information.

Fair Use Disclaimer

The Company may use copyrighted material which has not always been specifically authorized by the copyright owner. The Company is making such material available for criticism, comment, news reporting, teaching, scholarship, or research.

The Company believes this constitutes a “fair use” of any such copyrighted material as provided for in section 107 of the United States Copyright law.

If You wish to use copyrighted material from the Service for your own purposes that go beyond fair use, You must obtain permission from the copyright owner.

Views Expressed Disclaimer

The Service may contain views and opinions which are those of the authors and do not necessarily reflect the official policy or position of any other author, agency, organization, employer or company, including the Company.

Comments published by users are their sole responsibility and the users will take full responsibility, liability and blame for any libel or litigation that results from something written in or as a direct result of something written in a comment. The Company is not liable for any comment published by users and reserve the right to delete any comment for any reason whatsoever.

No Responsibility Disclaimer

The information on the Service is provided with the understanding that the Company is not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers.

In no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of or in connection with your access or use or inability to access or use the Service.

“Use at Your Own Risk” Disclaimer

All information in the Service is provided “as is”, with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose.

The Company will not be liable to You or anyone else for any decision made or action taken in reliance on the information given by the Service or for any consequential, special or similar damages, even if advised of the possibility of such damages.

Contact Us

If you have any questions about this Disclaimer, You can contact Us:

  1. Background
  2. Services and Deliverables
  3. Fees, Expenses, Taxes and Payment
  4. Clearance
  5. Intellectual Property
  6. Confidentiality
  7. Representations and Warranties
  8. Limitation of Liability
  9. COVID-19 Waiver
  10. Release and Indemnification
  11. Term and Termination
  12. Miscellaneous

Last Revised January 2, 2021

MASTER SERVICE AGREEMENT

YOU AGREE TO BE BOUND BY THIS AGREEMENT UPON THE EARLIER OF: (A) YOUR SIGNING OF ANY WORK STATEMENT OR DOCUMENT THAT REFERS TO THIS AGREEMENT; (B) YOUR CLICKING OF ANY “ACCEPT” OR “AGREE” INDICATOR ACCOMPANYING THIS AGREEMENT; (C) YOUR INITIATION OF ANY SERVICES OR PRODUCTION OF ANY DELIVERABLES FOR US; AND (D) YOUR RECEIPT OF ANY PAYMENT FOR ANY SERVICES OR DELIVERABLES PROVIDED TO US.  THIS AGREEMENT IS WITH YOU, AN INDIVIDUAL, IF YOU ARE A SOLE PROPRIETOR OR ACTING IN YOUR INDIVIDUAL CAPACITY.  THIS AGREEMENT IS WITH AN ENTITY IF YOU ARE AN EMPLOYEE OR AGENT OF SUCH ENTITY, IN WHICH CASE, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

BACKGROUND

This Master Service Agreement (“Agreement”), effective as of the Effective Date (defined below) is entered into by and between CTSA LLC, an Oklahoma limited liability company having a place of business at 874 Walker Rd, Suite C, Dover, Delaware, 19904 (“Company”) and the party identified in the applicable Statement of Work (defined below) or who has otherwise agreed to enter into this Agreement as set forth above (“Contractor”).  Contractor and Company may be referred to in this Agreement collectively as “Parties” and separately as a “Party.”

Company is engaged in creating, publishing and distributing photographs, media and other content related to resorts and public sites, including Walt Disney World™.

Contractor is in the business of providing the Services (defined below) and producing the Deliverables (defined below).

Contractor has represented that Contractor has the requisite skill and experience to perform the Services and produce the Deliverables.

Company, relying on Contractor’s representations, desires to have Contractor perform the Services and produce the Deliverables, and Contractor desires to perform the Services and produce the Deliverables, subject to the terms and conditions set forth below.

 

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 – SERVICES AND DELIVERABLES

1.1       Effective Date.  The term “Effective Date,” as used in this Agreement, will mean the earlier of the following: (a) the date Contractor signs any SOW that refers to this Agreement; (b) the date Contractor clicks or activates any checkbox, selector or consent indicator that indicates Contractor’s acceptance of, consent to or agreement to this Agreement; and (c) the date Contractor initiates (or receives payment for) any Services or Deliverables.

1.2       Statements of Work.  From time to time, the Parties may confer regarding any document prepared and provided by Company to Contractor (including a statement of work, work order, purchase order or other document) that specifies: (a) the particular Services and Deliverables ordered by Company; and (b) the terms and conditions applicable to such Services and Deliverables, including any specifications or instructions that describe Company’s requirements as well as pricing and payment terms.  Based on such conferring, Company may provide Contractor with a proposed version of such document.  Contractor will be deemed to have accepted such document upon the earlier of the following: (i) Contractor’s signing of such document; (ii) Contractor’s initiation of any Services or production of any Deliverables specified in such document; and (iii) Contractor’s receipt of any payment from Company in connection with such Services or Deliverables.  The term “SOW” or “Statement of Work,” as used in this Agreement, will mean any such document that is accepted (or deemed accepted) by Contractor under this Section.  Each SOW, upon the date accepted (or deemed accepted) under this Section (“SOW Date”), will be binding on the Parties and automatically incorporated into this Agreement.  Contractor will perform for Company, the services described in the SOWs (“Services”), and Contractor will provide to Company, any and all deliverables specified in the SOWs, together with all other work product, materials, prototypes, samples, documents, data and results arising or resulting from the Services (collectively, “Deliverables”).

1.3       Facility.  Except to the extent the applicable SOW provides otherwise or the Parties agree otherwise in writing, Contractor will perform all Services at facilities owned or leased by Contractor, not at any facility of Company.

1.4       Contractor’s Personnel.  Contractor will be free to utilize Contractor’s own employees and subcontractors as Contractor deems fit to perform the Services (collectively, “Personnel”).  If Contractor is an individual or sole proprietor, the Parties acknowledge that Contractor, himself/herself, would be deemed one of the Personnel.  Contractor will be fully responsible and liable for all acts and omissions of the Personnel as if Contractor performed such acts and omissions.  At Company’s request, Contractor will require any Personnel to sign and deliver to Company, any assignment, consent, certification, license, instrument or other document for purposes of perfecting, memorializing, documenting, evidencing or confirming Company’s rights under Articles 3 and 4 of this Agreement.

1.5       Non-Exclusivity.  The Parties acknowledge and agree that Contractor is in business for Contractor, and Contractor’s services are not exclusive to Company.  Nothing in this Agreement will: (a) restrict Contractor from performing to third parties, services of the same industry category as the Services, or from providing to third parties, deliverables of the same industry category as the Deliverables; or (b) restrict Company from obtaining from third parties, services of the same industry category as the Services, or from obtaining from third parties, deliverables of the same industry category as the Deliverables.

1.6       Schedule of Services.  Company will not set a work schedule for Contractor.  Contractor will not be required to work any minimum hours per week under this Agreement.

1.7       Control of Services.  Contractor will not be bound by any employment policies or procedures of Company.  Contactor will exercise full control over the direction, methods and implementation of the Services.  Company will maintain no control or direction over any Services performed by Contractor.  Company will not impose any of its own policies or rules on Contractor; provided, however, that Contractor will comply with the terms of this Agreement.

1.8       Contractor’s Right to Perform Similar Services.  Contractor will be free to perform services of the same industry category as the Services in the operation of Contractor’s own business, as well as for competitors of Company.  Contractor hereby acknowledges, represents and affirms that: (a) Contractor does perform such services for Contractor’s own business of the same industry category as the Services; (b) such services are independent and separate from the Services provided to Company under this Agreement; and (c) Contractor is not, nor does Contractor believe to be, an employee of Company.

1.9       Equipment, Materials and Resources.  Contractor will provide Contractor’s own methods, tools, equipment, materials and supplies required to perform the Services, unless otherwise specified in the applicable SOW.

1.10     No Training.  Company will not provide Contractor with any training relative to the Services, nor will Company require Contractor to attend or participate in any training.

1.11     Compliance with Applicable Law and Standards.  Contractor will perform all Services in compliance with applicable law, in a professional manner consistent with generally accepted, applicable industry standards, and in accordance with the specifications and requirements set forth in the applicable SOW.

1.12     No Progress Reporting Requirements.  Although Contractor will advise Company when Contractor has completed Services and is free to express any concerns to Company, Contractor will have no duty whatsoever to make or file with Company, any progress reports of any kind regarding Services or attend any meetings with Company.  Similarly, Contractor will not be subject to any performance reviews nor will any such reviews, verbal or written, be conducted with Contractor relative to the Services.  However, nothing in this Section will impair or eliminate the right of either Party to terminate this Agreement in accordance with Article 10.

1.13     Acceptance of Services and Deliverables.  Company will be entitled to examine and test, to its reasonable satisfaction, the Services and the Deliverables for acceptance.  Company will be entitled to reject any Services or Deliverables that do not meet the specifications or requirements set forth in the applicable SOW.  Company will not be obligated to pay for any such rejected Services or Deliverables.

ARTICLE 2 – FEES, EXPENSES, TAXES AND PAYMENT

2.1       Fees.  The applicable SOW will set forth any fees payable to Contractor for the Services and Deliverables related to such SOW.

2.2       Invoices.  At the end of each month during which Contractor has provided Services or Deliverables to Company in accordance with the applicable SOW, Contractor will provide Company with a detailed, accurate written invoice for the fees owed by Company in accordance with such SOW.

2.3       Payment.  All payments owed by Company under this Agreement will be paid in United States dollars.  Unless the applicable SOW provides otherwise, subject to the terms and conditions of this Agreement, Company will pay the owed fees set forth in Contractor’s invoices for all completed Services and Deliverables accepted by Company, and Company will make such payment within forty-five (45) days of receipt of each invoice.

2.4       Taxes; Insurance; Withholdings.  Contractor acknowledges that Contractor is an independent contractor and responsible for Contractor’s own taxes.  Contractor will be solely responsible and liable for all business taxes incurred by Contractor in connection with this Agreement, including any federal, state and local taxes related to income received under this Agreement.  Company will have no obligation to withhold any amounts from any payments due to Contractor under this Agreement for tax-related purposes.  Company will not be responsible for paying any federal, state or local income and other payroll taxes for Contractor.  Company will generate a Form 1099, as required by applicable law to report fees paid.

2.5       No Benefits.  Contractor will be an independent contractor of Company.  Contractor will not be an employee of Company, and Contractor will not be entitled to any of the benefits that may be provided by Company to its employees, including workers’ compensation, disability benefits, group insurance, retirement plan participation or paid time off.  Neither Contractor nor any Personnel will have the right to receive any fringe benefits under this Agreement, including vacation pay, sick pay, health insurance, dental insurance or insurance coverage of any kind or any other benefits that an employee might otherwise be entitled to receive.  Contractor’s only compensation will be the fees described in Section 2.1 or any other consideration expressly set forth in the applicable SOW.

2.6       Cost and Expenses.   Except to the extent the applicable SOW expressly provides otherwise, Contractor will bear all costs, expenses and charges incurred by Contractor in connection with this Agreement, including all costs, expenses and charges related to or otherwise necessary for the performance of the Services, and Company will have no obligation to reimburse Contractor for such costs, expenses and charges.

ARTICLE 3 – CLEARANCE

3.1       Third Party Resources.  Contractor will not, directly or indirectly, perform any Service or produce any Deliverable at or through the use of any data, software, hardware, equipment, facility or resource of any third party that provides such third party with any right, title or interest in or to any IP Assets (defined in Section 4.2).

3.2       Originality Requirement; Third Party IP.  Except the applicable SOW expressly provides otherwise, all Deliverables will be Contractor’s original creations, and no Deliverables will include any third party IP.  If Contractor finds it necessary to use a third party’s IP (including open source software) to fully perform any Services or produce any Deliverables, Contractor will notify Company of such IP in writing before beginning such Services or producing such Deliverables.  Upon Company’s request, the Parties will discuss the need to use such third party IP and alternative approaches to rendering the Services or producing the Deliverables without using such IP.  If the Parties mutually agree upon such an alternative approach in writing, Contractor will perform the Services and provide the Deliverables without using such third party’s IP.  If the Parties are unable to agree upon such alternative approach, Contractor will suspend the Services until Company provides its written consent to proceed based on a written, third party license obtained by Company.

3.3       Contractor IP; License to Company.  The term “Contractor IP,” as used in this Agreement, will mean: (a) any IP in which Contractor has any right, title or interest before the Effective Date; (b) any IP in which Contractor acquires any right, title or interest (other than the Limited License defined in Section 4.3) after the Effective Date for purposes unrelated in any way to any SOW or this Agreement; and (c) Contractor’s (if Contractor is a person) and Personnel’s personal rights of publicity, personal privacy rights, personal name and likeness rights, and trademark rights in the names of Contractor (if a person) and Personnel.  Contractor hereby grants to Company, a worldwide, irrevocable, perpetual, paid-up, royalty-free, assignable, sublicensable, non-exclusive license, under Contractor’s and such Personnel’s rights of publicity, privacy rights, trademark rights, copyrights and other rights, to: (i) make, have made, use, import, offer for sale, sell, lease, reproduce, perform, display, distribute, publish, prepare derivatives of, modify, adapt and otherwise commercialize any and all Contractor IP that is fully or partially included in any Deliverable or is operatively linked or coupled to any Deliverable; and (ii) publish Contractor’s and each such Personnel’s biography, name, likeness, personal image and voice in any and all forms and mediums in connection with any Deliverable.

3.4       Personal Content of Third Parties.  Contractor will not, directly or indirectly, perform any produce any Deliverable that includes any Third Party Personal Content (defined below) of any person or perform any Service that involve creating or capturing such Third Party Personal Content unless Contractor has, before performing such Service, obtained from such person (or, if such person is deceased, such person’s heirs or representatives) a binding, written consent that provides Company with a worldwide, perpetual, irrevocable, royalty-free, sublicensable, assignable, non-exclusive license, under such person’s rights of publicity, privacy rights, trademark rights, copyrights and other rights, to: (a) reproduce, prepare derivative works of, modify, distribute copies of, perform, display, use, copy and publish such Third Party Personal Content in any and all forms and mediums in connection with such Deliverable; and (b) publish such person’s biography, name, likeness, personal image and voice in any and all forms and mediums in connection with such Deliverable.  When delivering any such Deliverable to Company under this Agreement or upon Company’s request, whichever is earlier, Contractor will provide Company with a copy of such consent signed by such third party.  The term “Third Party Personal Content,” as used in this Agreement, will mean all works, content and other IP taken, made, generated, recorded, created or otherwise captured by Contractor or Personnel that personally depict, portray, illustrate, represent, identify or indicate any third party.

3.5       Compliance with Law.  Contractor will perform all Services and produce all Deliverables in compliance with all applicable laws, including the laws and regulations related to privacy or intellectual property.

ARTICLE 4 – INTELLECTUAL PROPERTY

4.1       Intellectual Property.  The term “IP,” as used in this Agreement, will mean all ideas, concepts, inventions (whether or not patentable), discoveries, works of authorship (whether or not copyrightable), photographs (including documentary photos, photojournalism, fine art, news photos, editorial photos, commercial photos, personal photos, sports photos, and photos of sports and other events), visual arts (including artwork, illustrations and photography), performing arts (including music, lyrics, songs, sound recordings and scripts), literary works (including fiction, non-fiction, poetry, articles, periodicals, blogs, interviews, magazines, newsletters, newspapers, serials, text, brochures, books and booklets), motion pictures (including videos, animations, movies, motion pictures, audiovisual works, footage, films and multimedia works), digital content (including computer programs, blogs, websites, databases, mask works, apps, screen displays and virtual reality environments), images, photographs, recordings (audio, visual and audiovisual), writings, text, art, sounds, live streaming, media, graphics, digital assets, renderings, sketches, drawings, computer-aided design (CAD) drawings (including all native, source files related thereto), computer models, computer code, software, source code, object code, mobile applications and other software-based applications, algorithms, routines, subroutines, logic, programming notes, graphical user interfaces (GUIs), application program interfaces (APIs), software development kits (SDKs), schematics, flowcharts, user manuals, guides, documentation, compilations of data, data libraries, data sets, data files, databases, software security codes, computer passwords, trade secrets, know-how, data, technical information, technologies, trademarks, service marks, marks, product names, service names, business names, logos, slogans, designs, symbols, trade dress, domain names, domain name registrations, uniform resource locators (URLs), social media account names, product concepts, specifications and compilations, together with the following: (a) all electronic and digital forms of the foregoing; (b) all patent rights, copyrights, rights of paternity, integrity, disclosure and withdrawal related to such copyrights and any other rights that may be known as or referred to as “moral rights,” trade secret rights, trademark rights, goodwill related to such trademark rights, intellectual property rights, data property rights and other property rights in and to the foregoing, whether statutory or arising under common law, recognized in any jurisdiction throughout the world; (c) all applications for the foregoing, including applications for patents, copyrights and trademarks; (d) all patents and registrations resulting from or relating to the foregoing applications and items; and (e) all other intangible and intellectual property throughout the world.

4.2       Ownership of IP Assets.  As between the Parties, Company will solely own all of the following IP and items other than Contractor IP: (a) (i) all IP resulting from, arising from or created during the course of the Services, whether made, conceived, developed or reduced to practice by Contractor, Personnel or Company, alone, jointly or with others; (ii) all IP embodied by or incorporated into any Deliverable or otherwise fixed in any tangible medium of expression of any Deliverable; (iii) all other IP that otherwise results from Contractor’s performance under this Agreement; (iv) all tangible, physical, digital, and electronic forms of all Deliverables; and (v) all enhancements, improvements, derivatives and modifications of the Deliverables or any portion thereof (whether made, conceived, developed or reduced to practice by Contractor, Personnel or Company, alone, jointly or with others; and (b) all patent rights, copyrights, database rights, trade secret rights and all other intellectual property rights and tangible property rights in and to the items listed in the foregoing subsection (a) (the items provided in the foregoing subsections (a) and (b) being collectively referred to as the “IP Assets”).  Except to the extent Contractor resides in California, (1) all works within the IP Assets will be considered works made for hire within the meaning of the work made for hire definition in 17 U.S.C. §101 of the U.S. Copyright Act, specially ordered by Company for use as such works, (2) Company will be deemed the author of such works, and (3) the title in such works (and all copyrights therein) will vest initially in Company.  To the extent necessary to fully vest ownership of all IP Assets in Company, Contractor hereby assigns, transfers and conveys (and agrees to further do so and to require the Personnel to do so) to Company, all of Contractor’s and Personnel’s right, title and interest in and to the IP Assets.

4.3       Limited License to Contractor.  Subject to the terms and conditions of this Agreement, Company hereby grants to Contractor, a non-assignable, non-sublicensable, non-exclusive, limited license to use the IP Assets (“Limited License”).  Except to the extent the applicable SOW expressly provides otherwise, the Limited License will: (a) be exercisable solely for purposes of performing Services or producing Deliverables under the applicable SOW; (b) be exercisable solely during the period of such SOW; and (c) automatically terminate upon the termination or expiration of the SOW period or this Agreement, whichever occurs first.

4.4       Disclosure and Cooperation.  Contractor will promptly provide Company with a written disclosure and detailed description of each piece of IP Asset invented or authored by Contractor or any Personnel, including the identity of the authors and inventors, if any.  Contractor will cooperate with Company in its efforts to protect, perfect and fully enjoy all of its rights in and to the IP Assets.  Such cooperation will include: (a) executing assignment instruments, power of attorney instruments, documents and forms for patent, trademark and copyright applications, and other instruments; (b) providing detailed information related to inventions and works of authorship; and (c) performing such other acts as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining or enforcing the IP Assets or the assignment thereof.  Contractor will not charge Company, and Company will owe no payments to Contractor, in connection with any of Contractor’s activities under this Section.

4.5       Power of Attorney for IP Assets.  Contractor hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Contractor’s agents and attorneys-in-fact, which appointment is coupled with an interest, to: (a) act for and on Contractor’s behalf to execute, verify and file any documents or instruments for Company’s purposes of defending, enforcing and perfecting the IP Assets, and otherwise seeking intellectual property protection for the IP Assets; and (b) do all other lawfully permitted acts to fully vest Company’s ownership rights in the IP Assets, all with the same legal force and effect as if executed, filed or performed by Contractor.

4.6       Security Interest in IP Assets.  To secure Contractor’s assignment obligations under this Agreement, Contractor hereby grants to Company a first priority security interest, having priority over all other security interests, in and to any and all IP Assets in which Contractor might claim ownership or any other interest.  Company may record such security interest with the state and federal recording authorities or any other recording authorities, and Contractor will cooperate with such recording efforts, including the execution of documents.

4.7       Waiver of Inspection, Credit and Attribution Rights.  Company will have the sole and exclusive authority, in its sole discretion, to determine whether, when and how to edit, publish and disseminate any Deliverable.  Except to the extent the applicable SOW expressly provides otherwise, Company will have the sole right to include or exclude any attribution information related to Contractor’s or Personnel’s involvement with any Deliverable.  Except to the extent the applicable SOW expressly provides otherwise, Contractor hereby waives and relinquishes any and all rights to: (a) inspect or approve the finished or edited versions of any Deliverable or IP Asset or any related publication, production or work, now or in the future; (b) any royalties or other compensation (other than any fees owed under Section 2.1) in connection with the rights granted by Contractor under this Agreement or the publication or other use of any Deliverable or IP Asset, now or in the future; (c) require or receive any credit or attribution in association with any Deliverable or IP Asset or any related publication, production or work, now or in the future; and (d) require the listing or publication of the name or biography of Contractor or any Personnel in association with any Deliverable, IP Asset or any related publication, production or work.

4.8       Restrictions.  Contractor will not, directly or indirectly: (a) apply or file for any patent, copyright or trademark protection for any Deliverable or IP Asset; or (b) initiate any legal action or legal proceeding to challenge or contest the validity of any IP Asset, the enforceability of any IP Asset, or Company’s full ownership of any IP Asset.

4.9       Reserved Rights.  Nothing in this Agreement will provide Contractor with ownership of any IP Asset.  Except for the Limited License, Contractor will not receive any license, right or interest (express, implied or otherwise) in or to any IP Asset.

ARTICLE 5 – CONFIDENTIALITY

5.1       Confidential Information.  From time to time during the term of this Agreement, Company may disclose to Contractor or provide Contractor with access to, confidential or proprietary information (which may or may not be identified as confidential or proprietary) in an oral, electronic or written communication, including: (a) the IP Assets, other IP, and the information in the SOWs; (b) the names and personally identifiable information of Company’s employees, agents, affiliates, service providers, vendors and customers; and (c) trade secrets, customer lists, prospective customer lists, marketing methods, pricing policies, product concepts, service concepts, business information, financial information and legal information (the foregoing items set forth in subsections (a) through (c) being collectively referred to as “Confidential Information”).

5.2       Non-Disclosure and Restrictions.  Subject to Section 5.4, during and after the term of this Agreement, Contractor will: (a) keep and maintain the Confidential Information in confidence; (b) take adequate steps and implement adequate procedures to maintain the Confidential Information in confidence; and (c) not use the Confidential Information for any purpose or reason other than for performing Services during the term of this Agreement.

5.3       Return of Confidential Information Upon Termination.  Within five (5) business days after the termination of this Agreement, Contractor will, in accordance with Company’s instructions, either: (a) deliver to Company all documents and files in Contractor’s possession that contain Confidential Information; or (b) permanently destroy such documents and files.  Upon Company’s request, Contractor will sign and deliver to Company, a written confirmation certifying that Contractor has complied with this Section.

5.4       Exceptions to Confidentiality Duty.  The obligations under this Article 5 will not apply to any information that: (a) is known to Contractor before receipt thereof as evidenced by Contractor’s written records existing prior to such receipt; (b) is within or falls within the public domain through no act or omission of Contractor or any Personnel; or (c) is required to be disclosed by a court of law; provided, however, that Contractor will notify Company of any such requirement in a timely manner so that Company is afforded a reasonable opportunity to seek an appropriate protective order.

ARTICLE 6 – REPRESENTATIONS AND WARRANTIES

6.1       Representations and Warranties by Contractor.  Contractor hereby represents and warrants that:

(a)        Contractor is an individual or entity with full power and authority to enter into and perform this Agreement, and the execution and performance of this Agreement does not conflict with or violate any agreement to which Contractor is a party, any court order to which Contractor is subject or any of Contractor’s organizational documents;

(b)       Contractor, if an individual, is at least eighteen (18) years of age and fully competent;

(c)        Contractor and all Personnel are (and will remain) fully trained and qualified to properly perform the Services and do not need any training from Company;

(d)       all information provided by Contractor to Company, including the information of Contractor set forth in the SOWs, will be true and accurate;

(e)        no Deliverable will include any IP in which any third party has any right, title or interest except to the extent the applicable SOW expressly provides otherwise or Company has provided Contractor with Company’s prior, written consent for such inclusion under Section 3.2;

(f)        Contractor has fully read and understands all of the provisions of this Agreement; and

(g)       in the event that: (i) any SOW requires any Deliverable to be an original creation of Contractor; or (ii) Contractor otherwise indicates to Company that any Deliverable is an original creation of Contractor or any Personnel, such Deliverable will:

(1)       not have been published prior to Contractor’s delivery of such Deliverable to Company;

(2)       not have been in the public domain as of the date of Contractor’s delivery of such Deliverable to Company;

(3)       not have been owned, in whole or in part, by any third party as of the date of Contractor’s delivery of such Deliverable to Company;

(4)       not have been subject to any third party rights as of the date of Contractor’s delivery of such Deliverable to Company;

(5)       be reproducible, editable, distributable and publishable without violating any third party rights;

(6)       be accurate based on facts ascertained through reasonable inquiry and research in accordance with applicable journalistic standards;

(7)       not have been obtained by unlawful means; and

(8)       not contain any material, content or information that is slanderous, libelous, obscene or otherwise contrary to applicable law.

6.2       Waiver of Warranties; Assumption of Risk.  Company hereby disclaims and waives any and all representations and warranties (whether express or implied) relating to: (a) the safety of any exercise, act or behavior performed by Contractor or any Personnel during the Services; or (b) the ability of Contractor to achieve any particular level of profit related to this Agreement.  Contractor hereby assumes all risks relating to all acts performed by Contractor and any Personnel during the Services, including the risks of loss, harm, injury, pain, suffering and death.

ARTICLE 7 – LIMITATION OF LIABILITY

7.1       No Special Damages. UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS RELATED PERSONS OR AFFILIATES BE LIABLE TO CONTRACTOR OR ITS RELATED PERSONS OR AFFILIATES FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND OR NATURE, WHATSOEVER, WHETHER SUFFERED BY CONTRACTOR, ANY PERSONNEL OR ANY THIRD PARTY, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING LOST PROFITS, LOST OPPORTUNITIES, OR OTHER ECONOMIC LOSS) REGARDLESS OF WHETHER ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.

7.2       Maximum Liability.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE LIABILITY OF COMPANY TO CONTRACTOR FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION THAT IMPOSES LIABILITY, WHETHER IN CONTRACT, EQUITY, TORT, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE, WILL BE LIMITED TO, AND WILL NOT EXCEED THE TOTAL AMOUNT OF FEES THAT COMPANY HAS PAID TO CONTRACTOR FOR SERVICES WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM THAT GIVES RISE TO SUCH LIABILITY.

 

ARTICLE 8 – COVID-19 WAIVER

 

8.1       Health Crisis. Contractor acknowledges that federal and state government officials have declared that, as of the Effective Date, there exists a public health crisis in the United States and elsewhere related to COVID-19.  Despite such crisis, Contractor hereby confirms that Contractor and all Personnel are voluntarily electing to perform Services at public sites and places, as required by the applicable SOW (collectively, “Sites”).

8.2       Service Suspension.

8.2.1    Contractor will suspend the Services of any Personnel member, and will prohibit such Personnel from performing any Services or visiting any Site, if such member has tested positive for COVID-19 or, within (14) calendar days prior to performing Services, such member had any symptoms of COVID-19 (including fever, dry cough, fatigue, shortness of breath, difficulty breathing, chills, muscle or body aches, headache, new loss of taste or smell, sore throat, congestion or runny nose, nausea of vomiting, or diarrhea).

8.2.2    Contractor will suspend the Services of any Personnel member, and will prohibit such member from performing any Services or visiting any Site, if, within fourteen (14) calendar days prior to performing the Services, such member was in contact with any individual diagnosed with COVID-19 or any individual currently waiting for test results confirming the possibility of a COVID-19 diagnosis.  Contractor agrees that in such situations, Contractor will suspend the Services of such Personnel member, and will prohibit such member from performing any Services or visiting any Site until: (i) fourteen (14) calendar days after the symptoms first appeared and such member is no longer showing any symptoms; (ii) fourteen (14) calendar days after such member’s last contact with an individual diagnosed with COVID-19 or awaiting COVID-19 test results; or (iii) a healthcare provider has confirmed in writing that such Personnel member has tested negative for COVID-19 or that such member’s symptoms were not due to COVID-19.

8.3       Risk at Sites.  Because the Sites may be open for use by other individuals, Contractor understands that the Personnel are at higher risk of contracting COVID-19.  Contractor understands that Company cannot prevent the possible transmission or contraction of COVID-19.

8.4       Release.  Contractor hereby knowingly and voluntarily agrees to release and discharge all members of the Company Group (defined in Section 9.1) from and against any and all claims, liabilities, suits, demands, causes of action and legal liabilities resulting from performing any Services or visiting any Site related in any way to COVID-19, to the extent permissible by law, even if the cause, damages, or injuries are alleged to be the fault of or alleged to be caused by the negligence or carelessness of any member of the Company Group.

8.5       Understanding.  Contractor hereby acknowledges and represents that Contractor has read the provisions of this Article 8 and the other provisions of this Agreement, understands all of such provisions and has signed this Agreement voluntarily as Contractor’s own free act and deed. Contractor hereby acknowledges and represents that Contractor is sufficiently informed about the risks involved in performing the Services and visiting the Sites in deciding whether to sign this Agreement.

ARTICLE 9 – RELEASE AND INDEMNIFICATION

9.1       Release and Indemnification.  Contractor hereby, at all times during and after the term of this Agreement, releases, waives, discharges, covenants not to sue, defends, indemnifies and holds harmless Company, including its affiliates, managers, directors, officers, members, representatives, employees, agents, successors, assigns and others acting on Company’s behalf (collectively, “Company Group”), from and against any and all losses, claims, lawsuits, proceedings, expenses, recoveries and damages, including reasonable legal expenses, costs and attorneys’ fees, arising out of or relating to: (a) any disinformation, inaccuracy, untruth, falsity, slander, libel, obscenity or misrepresentation within any Deliverable; (b) any harm, bodily injury, pain, suffering, death, loss of use, monetary loss or any other injury experienced by Contractor or any Personnel in connection with any Service, any Deliverable or any activity related to this Agreement (regardless of whether caused by the negligence of any member of Company Group or otherwise), including any such event relating in any way to the COVID-19 virus; (c) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from Contractor’s breach of this Agreement or from the use of any Deliverable, IP, product or service provided by Contractor to Company; (d) any violation of any right of any Personnel; (e) any violation of applicable law by Contractor or any Personnel; (f) any recklessness, negligence or wrongdoing (intentional or otherwise) of Contractor or any Personnel; (g) any breach of any warranty, representation, covenant or obligation in this Agreement by Contractor; or (h) any workers’ compensation claim or unemployment insurance claim made by any Personnel or made by Contractor or on Contractor’s behalf.

9.2       Procedures.  In performing its obligations under this Article 9, Contractor will not admit any liability or wrongdoing on the part of Company without Company’s prior written consent.  Contractor will promptly and fully reimburse Company for any loss suffered or incurred by Contractor if: (a) an event occurs that gives rise to Contractor’s obligation under this Article 9; and (b) such event is the cause of such loss.

ARTICLE 10 – TERM AND TERMINATION

10.1     Term.  The term of this Agreement will begin on the Effective Date and end upon the expiration of twelve (12) months after the Effective Date (“Initial Period”) unless extended or earlier terminated in accordance with the terms of this Article 10 set forth below.

10.2     Automatic Extension.  Upon the expiration of the Initial Period, the term of this Agreement will be automatically extended for an extension period equal in length to the Initial Period unless either Party provides the other Party with a written termination notice at least ten (10) business days before the expiration of the Initial Period or the then-current extension period, as the case may be.  Upon each such extension, the period of each SOW in effect as of the date of such extension will be automatically extended for an SOW extension period equal in length to such period of the SOW.

10.3     Early Termination.  Each Party will have the right to terminate any SOW (or this Agreement entirely) at any time, with or without cause, by providing the other Party with at least thirty (30) days’ advance written notice.

10.4     Termination for Breach.  If either Party breaches a term or condition of this Agreement and fails to cure the breach within five (5) business days after receiving written specification of the breach from the non-breaching Party, then the non-breaching Party may terminate this Agreement entirely upon written notice to the breaching Party.

10.5     Termination for Harm to Company’s Reputation.  If Contractor perform or engages in any act, conduct or behavior that harms or could harm Company’s reputation, Company shall have the right to immediately terminate this Agreement upon written notice to Contractor.  Without limiting the foregoing, Company may exercise such termination right if Contractor publicly performs any of the following acts (or publishes any content, works or materials related thereto): slander, libel, obscenity, harassment, threatening conduct, offensive conduct, unethical conduct, pornography, racism, sexism, hatred, bigotry, the usage of drugs, guns, firearms or illegal items, violence, assault, battery, or violation of applicable law.

10.6     Survival.  The Limited License will not survive the termination or expiration of the period of the applicable SOW or this Agreement except to the extent such SOW expressly provides otherwise.  The rights and obligations under the following provisions of this Agreement will survive the termination or expiration of this Agreement: Sections 2.4, 3.3, 3.4, 4.1 and 4.2, Sections 4.4 through 4.9, and Articles 5 through 11, together with all other provisions which, by their terms, contemplate survival.

ARTICLE 11 – MISCELLANEOUS

11.1     Independent Contractors.  In the performance of this Agreement, the Parties will at all times act as and be deemed to be independent contractors.  Neither Party nor any of its employees, agents or officers will be considered an employee, joint venturer, agent or partner of the other Party.  Neither Party is authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of the other.  Each Party’s personnel and employees will at all times be under the exclusive direction and control of such Party.

11.2     Notices.  All notices under this Agreement will be in writing and may be given by personal delivery, nationally recognized courier service, mail, email or any other commercially reasonable method to each party’s postal or email address as provided in the applicable SOW, the first paragraph of this Agreement or as otherwise provided in writing to the other Party.  Notices will be deemed to have been received upon the earlier of the following: (a) actual receipt; (b) delivery, if delivered personally or by a nationally or internationally recognized courier service; (c) one business day after being deposited with a nationally or internationally recognized courier service for delivery within twenty-four (24) hours; (d) three (3) business days after being deposited in U.S. mail, by registered or certified mail, return receipt requested and postage prepaid; or (e) a manual, non-automated email reply by the recipient of an emailed notice.

11.3     Assignment.  Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, that Company may assign this Agreement to any affiliate or third party in connection with any asset sale, merger, corporate reorganization or contractual assignment.  Any purported assignment in violation of this Section will be null and void.  This Agreement will be binding on the Parties and their respective successors and permitted assigns.

11.4     Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws principles.

11.5     Jurisdiction and Venue. The courts of the State of New York (state and federal) will have sole and exclusive jurisdiction over any disputes or actions arising out of or relating to this Agreement.  Each Party hereby waives all claims of immunity from such jurisdiction.  Venue for any action arising out of or relating to this Agreement will exclusively be located in the state courts in Erie County of the State of New York or in the United States District Court for the Western District of New York.

11.6     Equitable Relief.  Notwithstanding anything in this Agreement to the contrary, Company will have the right to immediately apply to a court of competent jurisdiction to seek equitable relief (in addition to any other relief available at law) to protect its rights and interests under Article 3, 4, 5 or 8 of this Agreement.

11.7     Waiver.  Neither Party’s delay or failure in enforcing any right or remedy afforded under this Agreement or by law will prejudice or operate to waive that right or remedy or any other available right or remedy.

11.8     Severability.  If any term of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, or becomes invalid or unenforceable by operation of law, the remainder of this Agreement will continue in full force and effect, and such term will be replaced with another term consistent with the purpose and intent of this Agreement.

11.9     Judicial Modification.  If any provision of this Agreement is deemed unenforceable because of its scope in terms of area, time, business activities, ownership or other matters, the court making such determination will have the power to modify such provision, through reductions or limitations thereon or to delete specific words or phrases, known as blue-pencilling, and in its reduced or blue-penciled form, such provision will then be enforceable and will be enforced under applicable law.

11.10   Amendment.  Except as provided in this Section, this Agreement may not be modified, and the rights, obligations and restrictions hereunder may not be altered or waived.  The top of this Agreement states the date this version of this Agreement (“Original Version”) was first posted to Company’s website, http://www.dadsguidetowdw.com/ (“Website”).  From time to time after such posting, Company may post to the Website, a modified version of the Original Version of this Agreement (each, a “Modified Version”).  The Original Version will apply to and govern all SOWs having an SOW Date before Company posts any Modified Version to the Website.  Each Modified Version will apply to and govern each SOW having an SOW Date after Company posts such Modified Version to the Website.  This Agreement will not be modified by any course of dealing, course of performance or usage of trade; provided, however, that Contractor’s initiation of (or receipt of payment for) any Service or Deliverable production related to any SOW will be deemed Contractor’s binding consent and agreement to amend this Agreement as set forth in the Modified Version that was posted to the Website as of the SOW Date of such SOW.

11.11   Entire Agreement.  This Agreement, including the SOWs, forms the complete agreement between the Parties, and this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter of this Agreement.

11.12   Previous Agreements.  This Agreement will supersede, terminate and wholly replace any previous agreement between the Parties relating to services similar to the type and nature of the Services.

11.13   Controlling Terms; Conflicts.  This Agreement will supersede the terms in any non-Company document (including any order confirmation, acknowledgment, email, letter, invoice or other document prepared by Contractor), and no terms included in any non-Company document will apply to any Services or Deliverables.  In the event of a conflict between the terms of any SOW and the terms within the Articles of this Agreement, the terms within the Articles of this Agreement will control and prevail.

11.14   Construction; Interpretation.  Each Party acknowledges and agrees that: (a) the Parties have participated jointly in the negotiation and drafting of this Agreement; (b) it or its counsel has reviewed and negotiated the terms and provisions of this Agreement; (c) no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or the changes made through revisions; (d) the rule of construction to the effect that any ambiguities are resolved against the drafting Party will not be employed in the interpretation of this Agreement; (e) any reference to applicable law will be deemed to refer to all national, federal, state, local, municipal and foreign statutes and laws, including all rules and regulations promulgated thereunder; (f) all terms defined in the singular form will have the same meaning in the plural form, and all terms defined in the plural form will have the same meaning in the singular form; (g) the word “will” has the same legal effect and force as the word “shall;” and (h) the word “including” means “including, without limitation,” the word “includes” means “includes, without limitation,” and the word “or” will not be exclusive.

11.15   Language.  This Agreement has been written and executed in English and will be interpreted in the English language.  In the event any translation of this Agreement into another language is made, the English language version of this Agreement will govern in case of any conflict.

11.16   Further Assurances and Cooperation.  Upon the reasonable request of either Party, the other Party will execute any additional certificates, instruments or other documents that may be reasonably necessary to fully implement this Agreement.

11.17   Counterparts.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one instrument.

11.18   Signature of Initial SOW.  A Party’s signature of the initial SOW will be deemed its written signature of this Agreement.

11.19   Electronic Signature.  For purposes of this Agreement, a Party’s electronic signature will be deemed its written signature of this Agreement, and its electronic signature will include any image that represents its representative’s signature, including the representative’s printed name displayed in standard or stylized format on an electronic document in PDF or other digital format.  Each Party’s electronic signature of this Agreement will be deemed, and will have the same force and effect as, the original, hand-written signing of this Agreement.

11.20   Signature of SOWs.  Either Party may sign any SOW in its sole discretion; provided, however, that its signature will not be required to make such SOW legally binding.  Instead, such SOW will be accepted (or deemed accepted) by Contractor and binding upon the Parties in accordance with Section 1.2.  Any signed copy of any SOW in digital (e.g., PDF) or facsimile form will be deemed and considered as an original, binding and enforceable document.  Each Party hereby agrees that its electronic signature of any SOW will be deemed, and will have the same force and effect as, its original, hand-written signature of such SOW.

11.21   Signature of Agreement.  Company will be deemed to have duly signed this Agreement (including the Original Version and each Modified Version) upon posting the Original Version and each Modified Version to the Website.  Contractor will be deemed to have duly signed this Agreement (including the Original Version and each Modified Version) upon performing the earlier of the following steps of assent: (a) signing any SOW that refers to this Agreement; (b) clicking or activating any checkbox, selector or consent indicator that accompanies the Original Version or any Modified Version, as the case may be; and (c) initiating (or receiving payment for) any Service or Deliverable.

End of Master Service Agreement

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