Platinum Subscription Terms & Conditions
Platinum Subscription terms & conditions
Last Updated: October 18th, 2022
A. SERVICES PROVIDED
1. The terms and conditions contained in this Agreement govern the Advertiser’s use of the Go Overseas online advertising service(s) (“Service(s)”), which may include but are not limited to, native advertising to send visitors to Advertiser’s website, access to the Go Overseas click reporting software (“Software”), and Campaign (defined below) management tools. Any Services offered shall be subject to this Agreement.
2. The Parties intend and explicitly acknowledge that (a) all documents, communications, invoices, and receipts may be sent electronically and (b) all Campaigns created by Advertiser are subject to this Agreement.
3. The prices, features, and options of the subscription-based Services (the “Subscription Plan”) depend on the specific Subscription Plan selected by the Advertiser. Failure by Advertiser to pay in a timely manner may result in the pausing or termination of any Campaign.
4. Each Party represents and warrants that: (a) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (b) it has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement and to conduct its business; and (c) this Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
By clicking “I agree” or accessing the Platform you agree to be bound by this Agreement and the Go Overseas Privacy Policy. PLEASE BE AWARE THAT, AMONG OTHER IMPORTANT PROVISIONS, THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION PROVISIONS AS WELL AS SIGNIFICANT LIMITATIONS OF OUR LIABILITY THAT AFFECT YOUR RIGHTS.
B. ONLINE ADVERTISING
1. Subscription Campaign. Advertiser agrees to pay Go Overseas for all digital marketing visibility agreed upon at the beginning of the campaign and outlined in the invoice. This Campaign aims to send traffic to the Advertiser’s website based on Go Overseas’ efforts or based on the distribution of Advertiser Content (defined below) located on the Go Overseas website or any other affiliated websites (collectively the “Websites”) as tracked by the Go Overseas’ Software. The initial subscription term, unless otherwise specified, is one year and, unless otherwise specified, your subscription will automatically renew for another subscription term, or one year, as applicable. The prices, features, and options of the Subscription Plan depend on the specific Subscription Plan selected as well as any changes instigated by the Advertiser. Go Overseas does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice. Subject to the terms of this Agreement, if your Subscription Plan is no longer offered, you authorize Go Overseas to auto-renew your subscription to the Subscription Plan most closely related to your discontinued Subscription Plan (in Go Overseas’ reasonable discretion). The details of the promotion shall be listed within the invoice, including any additional marketing promotion via email or social media that may be included in the agreement.
2. Click. “Click” means any and every click by an Internet user of a link tracked by the Go Overseas Software which is served to the Internet user via the Websites. The Campaign itself is not tied to Clicks, but Go Overseas will provide the Advertiser with the ability to track Clicks within the Go Overseas’ Software.
3. Click Reporting. After executing this Agreement and properly paying for any fees as listed within the invoice, Go Overseas shall grant Advertiser access to the reporting dashboard located within the Software. Along with Click totals, the Advertiser’s account dashboard may display additional Click information.
4. Advertiser Content. Where requested by Go Overseas, Advertiser will, at its sole cost and expense, create and deliver all content, links, or information (“Advertiser Content”) required so that Go Overseas may provide the Services. For the duration of this Agreement, Advertiser grants Go Overseas a fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, market, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of the Advertiser Content in order to provide the Services contemplated. Advertiser shall be solely responsible and liable for all Advertiser Content created and delivered to Go Overseas, including without limitation the content contained therein and the consequences of their display and agrees to indemnify and hold harmless Go Overseas for any damages arising from the usage or display of any Advertiser Content. Go Overseas reserves the right to reject any Advertiser Content for any reason at its sole and ultimate discretion. Go Overseas may, in its sole discretion, remove any Advertiser Content from display within its Websites, for any reason, without prior notification to Advertiser.
5. Linked Content. The Services may link to the Advertiser’s website or other websites associated with Advertiser which may be accessed by Internet users (“Linked Content”). Advertiser shall be solely responsible and liable for all Linked Content, including without limitation the content contained therein and the consequences of their display and agrees to indemnify and hold harmless Go Overseas for any damages arising from any Linked Content. Go Overseas reserves the right to reject any Campaign due to any Advertiser Linked Content for any reason at its sole and ultimate discretion.
6. Advertiser Content and Linked Content Representations and Warranties. Advertiser represents and warrants that no part of the Advertiser Content or Linked Content will: (a) infringe upon any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (b) violate any US federal or state law, statute, ordinance or regulation, including, without limitation, Section 5 of the Federal Trade Commission (“FTC”) Act and other statutes or regulations prohibiting unfair or deceptive marketing practices, the CAN-SPAM Act, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, the Federal Reserve Board’s Regulation E, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and other consumer protection laws, regulations, and guidelines; (c) be defamatory or constitute libel; (d) be racist, contain hate speech, pornographic or obscene material; (e) contain content that is not up to Go Overseas’ community standards; (f) contain material that misrepresents, abuses, or threatens physical harm; (g) contain software pirating or other intellectual property violations; or (h) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
7. Advertiser Representations and Warranties. Advertiser also represents and warrants that (a) it has all intellectual property and other rights and licenses necessary to permit the use and/or display of the Advertiser Content and the Linked Content; (b) the product or service that is being promoted through any Campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities; (c) the terms of any offer presented in the Advertiser Content or any Linked Content shall be clearly and conspicuously disclosed to consumers in compliance with US federal and state laws, regulations, and guidelines; (d) Advertiser has properly documented substantiation for any claims, testimonials, endorsements, and other promotional materials used in the Advertiser Content or the Linked Content to sell its products or services; (e) it will fulfill any commitments made in or listed within the Linked Content or Advertiser Content, (f) using the Service will not violate any of Advertiser’s privacy policies; and (g) that all Advertiser Content and Linked Content shall be targeted to users above the age of 13.
C. FEES AND PAYMENT
1. Fees. You agree to pay Go Overseas all fees associated with the Paid Services and/or Subscription Plan in a timely manner. ALL PAYMENTS FOR PAID SERVICES, INCLUDING ALL SUBSCRIPTION PLANS, ARE NON-REFUNDABLE. Charges for Subscription Plans may be billed to you in advance or in arrears, as determined in Go Overseas’s discretion.
2. Payment. Go Overseas has no obligation to extend credit or initiate any Campaign prior to the receipt of advanced payment. Where required, Go Overseas may require Advertiser to pre-pay or deposit funds before any Service is provided to Advertiser. Where such pre-pay or deposits are required, a recurring monthly credit card payment option is the preferred payment method. However, Go Overseas may accept payment via ACH or check. Some payments may be subject to payment processing surcharges and Advertiser shall be responsible for all such processing charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan through the payment method you provide, such as a credit card. You must promptly notify Go Overseas of any change in your invoicing address and must update your account with any changes related to your payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, YOU AUTHORIZE GO OVERSEAS OR ITS AGENTS TO CHARGE YOUR PAYMENT METHOD ON A RECURRING (E.G. MONTHLY QUARTERLY OR YEARLY BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE PAID SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term until the Subscription Plan is terminated as specified. Please be aware that we use third party payment processors to process all payments for the Paid Services. You must read and agree with our third party payment processor’s agreements in order to purchase anything from the Platform. All payment information will be processed, stored, and secured by our third party payment processor and we do not have control over such processor and do not assume any responsibility for the actions of our processor.
3. Invoice. After making any advanced payments, as required, Go Overseas shall invoice Advertiser for any additional payments. Upon receipt of an invoice by Go Overseas, Advertiser must pay such invoice within thirty (30) business days. Failure to pay any invoice within 30 business days may result in the suspension of any ongoing Campaign.
4. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price for your Subscription Term. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
5. Timing of Payments. Time is of the essence with regards to all payment terms in this Agreement. Failure to make timely payments may result in the pausing of a Campaign or termination of this Agreement. Where Advertiser has a credit card or other direct payment method on file, Advertiser authorizes Go Overseas to charge that method immediately upon receipt of any payment invoice. Where Advertiser has provided a pre-pay or deposit, upon receipt of a payment invoice Go Overseas shall immediately deduct all fees from Advertiser’s account. Where Advertiser fails to pay in a timely manner Advertiser agrees to pay any associated collection expenses resulting from failure to make timely payment. Advertiser agrees it will not enact any chargeback or refund process against any credit card used. Further, Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third party including, and without limitation, Advertiser’s client(s) or customers. Go Overseas’ failure to invoice Advertiser shall not constitute a waiver of: (a) any amounts due and owing to Go Overseas by Advertiser and (b) any claims by Go Overseas of Advertiser’s breach of this Agreement.
6. Default of Payment. Where Advertiser fails to pay an invoice within thirty (30) calendar days, Advertiser shall be in default of this Agreement. In the event of Advertiser’s default, Go Overseas shall have the right to immediately terminate this Agreement, and Advertiser will remain liable for any monies due to Go Overseas including all additional Campaign expenses. Payment not made within thirty (30) calendar days of invoice date shall accrue interest at the rate of 1.5% per month or any fraction thereof, or if less, the highest rate permitted under law. All costs of collection, including reasonable attorney’s fees, service, judgment and court costs and related expenses incurred by Go Overseas shall be borne by Advertiser.
7. Taxes. Advertiser shall pay all sales, use, or other taxes which may be levied upon Advertiser in connection with this Agreement.
8. Widget Incentive. Go Overseas may offer an embeddable widget (“Widget”). Where such Widget is offered, Advertiser may utilize such Widget code and display the Widget on Advertiser’s website. As compensation for displaying the Widget, Go Overseas may offer a diiscount on Advertiser’s Campaign rate for as long as the widget is imbedded exclusively. For Advertiser to qualify, Advertiser must display the Widget for the entire duration of the Campaign on Advertiser’s website and may not display any competing widgets offered by a Go Overseas competitor during any portion of the Campaign.
D. PLACEMENTS AND CAMPAIGNS
1. Placements. Advertiser understands and agrees that its Advertiser Content may be placed on any Website, content, or property controlled by Go Overseas, and/or any other content or property affiliated with Go Overseas. Advertiser authorizes and consents to all such placements. Advertiser agrees that all placements of Advertiser Content shall be conclusively deemed to have been approved by Advertiser unless Advertiser produces contemporaneous documentary evidence showing that Advertiser expressly disapproved of any such specific placements.
2. Removal of Placement. Go Overseas reserves the right to reject or remove any Advertiser Content placement at any time at Go Overseas’ sole discretion. Notwithstanding the foregoing provisions, Go Overseas has no obligation to monitor Advertiser Content or Linked Content for compliance with applicable laws or regulations and shall have no liability for any violation.
3. Campaigns. Go Overseas has no obligation to begin any Campaign where any initial payment or pre-payment has not been made. After the commencement of any Campaign, Advertiser may request a pause in their campaign but Go Overseas is under no obligation to do so. Go Overseas may pause a Campaign where Advertiser has violated this Agreement or where it reasonably believes that continuing such Campaign would materially harm its business.
F. CONFIDENTIALITY
1. Confidentiality. This Agreement, any communications, reports, content, or other information shared by Go Overseas with its Advertisers is confidential ("Confidential Information"). In addition, Advertiser acknowledges that all non-public information, data and reports received from Go Overseas hereunder or as part of the Services hereunder is proprietary and owned by Go Overseas. Advertiser agrees not to disclose any such Confidential Information to any third party without the express written consent of Go Overseas. All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. Advertiser agrees not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information in any manner. These non-disclosure obligations shall survive the termination of this Agreement for a period of three (3) years. This section does not bind Go Overseas or Advertiser in the event that such information is required to be disclosed by operation of law. This section does not apply to any information that is publicly available through no fault of the Advertiser or already known to Advertiser. If a request is made of Advertiser to disclose any Confidential Information, Advertiser must immediately inform Go Overseas via written notice sufficiently promptly to allow Go Overseas to seek a Protective Order prior to the time commanded to produce or disclose such Confidential Information, and Advertiser agrees to cooperate in whatever way Go Overseas requests to attempt to protect that information from disclosure by operation of law. However, Go Overseas may publicly announce its contractual relationship with Advertiser, which includes being on a listing of Go Overseas Advertisers in general corporate materials, Go Overseas’ website, and in industry standard press releases.
E. LIMITATIONS OF LIABILITY, DISCLAIMER, AND INDEMNIFICATION
1. Limitation of Liability. IN NO EVENT SHALL GO OVERSEAS BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, ACTUAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY) FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST DATA OR LOST BUSINESS, INCOME, REVENUE, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF GO OVERSEAS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF THEIR OCCURRENCE. IN THE EVENT THAT SUCH LIMITATION OF LIABILITY IS NOT LEGALLY PERMITTED IN ANY APPLICABLE JURISDICTION, GO OVERSEAS WILL NO BE LIABLE TO ADVERTISER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE NET RECEIVED HEREUNDER WITHIN THE PREVIOUS SIX (6) MONTH PERIOD OF THE INCIDENT LEADING TO THE LIABILITY.
2. Disclaimer. GO OVERSEAS PROVIDES ITS SERVICE ON AN “AS IS,” “WHERE IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY ADVERTISER CONTENT. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY ADVERTISER CONTENT, GO OVERSEAS’S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS COMMERCIALLY PRACTICABLE. GO OVERSEAS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY OTHER WARRANTY REGARDING QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE.
3. Indemnification. Advertiser agrees to indemnify, defend and hold harmless Go Overseas, its parent, successors, subsidiaries, and Publishers and their respective directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ fees and expenses) incurred or arising from: (a) any breach of its representations and warranties or any other material term of this Agreement; (b) any claim arising or resulting from the sale of Advertiser’s goods or services as promoted in the Advertiser Content; or (c) any other act, omission or misrepresentation by Advertiser directly or indirectly related to this Agreement. In the event of indemnification Go Overseas shall have the right to choose legal counsel and control settlement.
F. TERM AND TERMINATION
1. Term. This Agreement shall commence upon execution of this Agreement and shall remain in full force and effect until terminated by the Parties in accordance with this Agreement.
2. Termination. Go Overseas may terminate this Agreement where Advertiser has failed to pay in accordance with the payment provisions of this Agreement. In the event of termination, Advertiser shall remain liable for all costs, fees and charges accrued, incurred and/or owing to Go Overseas through the date of termination of this Agreement, as well as any and all other liabilities described in this Agreement.
3. Notice of non-renewal: Unless otherwise specified, to prevent renewal of Advertiser’s subscription, Advertiser or Go Overseas must give written notice of non-renewal. The deadline for sending this notice is at least 30 days before the next Campaign Term. Go Overseas’s Subscription Plans automatically renew after the Renewal Term (1 year unless otherwise specified) unless the Advertiser or Go Overseas delivers written notice of termination. If you purchase a Subscription Plan you agree to pay the applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, Advertiser: (a) terminates your account or the Subscription Plan at least at least 30 days before next Subscription Term (b) this Agreement is otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a yearly basis, depending on the Subscription Plan you choose (“Renewal Term”).
H. GENERAL PROVISIONS
1. Interpretation and Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The Parties agree that this Agreement has been mutually drafted and any ambiguities will be interpreted by their plain meaning and not against the drafter. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
2. Entire Agreement. This Agreement along with the invoice set forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement is non-exclusive to Go Overseas and Go Overseas shall have the right to enter into similar agreements with other third parties.
3. Assignment. Advertiser may not assign this Agreement without Go Overseas’s prior written consent. Go Overseas may assign all or a portion of its duties and obligations hereunder to any corporate affiliate, successor and/or other third party upon notice to Advertiser. Subject to the foregoing, the terms of this Agreement will be fully binding upon, and inure to the benefit of and be enforceable by, the parties’ respective successors, heirs, executors, administrators and permitted assigns.
4. Modifications and Amendments. All modifications or amendments may be made to this Agreement must be memorialized in a writing executed by both parties.
5. Electronic Communications. The communications between Advertiser and Go Overseas use electronic means either via email or via the Go Overseas website. For contractual purposes, Advertiser (1) consents to receive communications from Go Overseas in an electronic form; and (2) agrees that all terms, conditions, agreements, notices, disclosures, and other communications that Go Overseas provides to Advertiser electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Advertiser’s statutory rights.
6. Notices. All notices for either Party will be in writing and delivered to the Party’s address by certified mail or via email address (read receipt required) as listed within the IO.
7. Force Majeure. Go Overseas shall not be liable to Advertiser by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Go Overseas.
8. Independent Contractor. Go Overseas is acting as an independent contractor in performing any services contemplated under this Agreement and the relationship between the Go Overseas and Advertiser shall not constitute a partnership, agency, joint venture or employer/employee relationship. Neither Go Overseas nor any of Go Overseas's employees (a) is an employee, agent or legal representative of Advertiser, or (b) shall have any authority to represent Advertiser or to enter into any contracts or assume any liabilities on behalf of Advertiser. Neither Advertiser nor Advertiser’s employees or agents (a) is an employee, agent or legal representative of Go Overseas, or (b) shall have any authority to represent Go Overseas or to enter into any contracts or assume any liabilities on behalf of Go Overseas.
9. Cumulative Rights. Except as otherwise specified, any rights and remedies granted to a Party under this Agreement are cumulative and not in addition to, in lieu of, or instead of any other rights or remedies which the other Party may have at law or in equity.
10. Survival. All portions of this Agreement that would reasonably be believed to survive termination of this Agreement shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Arbitration, Confidential Information, Disclaimers, Indemnity, and Payment sections.