The following Terms & Conditions shall govern your (the “User”) non-exclusive limited license, use of the software owned and operated by Golden Lantern, LLC, and all business dealings between the parties. You should carefully read the following Terms & Conditions. By digitally signing below and by using the Services or Software, you and all employees, officers and agents agree to be bound by these terms. Definitions “Golden Lantern, LLC,” “Golden Lantern,” “Golden,” or “Company” means the company, its employees, officers and agents. “User,” “Client,” “You,” or “Yours” means the person, persons or entity and/or agents that use and/or hold a subscription with the Company to distribute advertisements via the platform. “The Program” means the software platform, database, equipment and domain name (https://mailgolden.com/) belonging to the Company. YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THIS SITE OR SIGN UP AS A USER.

1. License Grant



Subject to the terms, restrictions and conditions set forth in these Terms, Golden hereby grants to User a limited, non-exclusive, license to use the Program for User’s business purposes, subject to the License Restrictions below. Notwithstanding anything herein to the contrary, Golden reserves all right, title and interest in the Program and User agrees that other than the license granted pursuant to this section, User has no other right, title, or interest in the Program.



2. License Use



User shall only use the Program in accordance with applicable federal, foreign, state, and local laws, rules and regulations (“Applicable Laws”), as they may change from time to time.



3. License Restrictions



User may not:

1. Use or permit the Program to be used on more than one installation or copy of the Program on any one computer at any one time.
2. Adapt, modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon this Program or permit others to do so in order to compete directly or indirectly with Golden; or provide access to third parties, including but not limited to use of a single account for multiple business entities, unless specifically authorized by Golden in writing.
3. Rent, transfer, assign, sublicense, grant or otherwise provide any rights in this Program, accompanying documentation or access to the program itself to anyone without the prior written consent of Golden.
4. Remove any proprietary notices, labels or marks on the Program and accompanying documentation.
5. nowingly use the Program to (a) unlawfully send unsolicited commercial or non-commercial e-mail (“spam”) or (b) forge any packet header or any part of the header information in any e-mail to hide or obscure the source of e-mail sent through use of this Program;
6. Knowingly use the Program to (a) interfere with services to any user of any network or computer by any means including, among other, any virus, “denial of service” attack or overloading, “flooding”, “spamming”, “mailbombing” or “crashing” a network or website or (b) probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization.
7. Make more than two (2) archival copies of the Program for purposes of disaster recovery and to enable it to use the Program, at no additional charge, provided that the copies shall faithfully reproduce all proprietary notices.
8. Interfere with or disrupt the Program or servers connected to the Program
9. Stalk or otherwise harass another person.
10. Upload, post, email, transmit or otherwise make available any content through the Program that: (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, gambling, invasive of another's privacy, hateful, or racially, politically, ethnically or otherwise objectionable; (b) harms minors in any way; (c) infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; (d) includes Golden’s service marks or URL address; or (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (f) directly or indirectly promotes pornography or any other adult related products, sites, materials, or any other otherwise objectionable content.
11. Violate any applicable local, state, national or international laws or regulations;



Golden reserves the right in its sole discretion to temporarily suspend and/or terminate a User’s account for cause immediately, without liability, in order to pursue all legal and equitable remedies available to the full extent permitted by law, in the event that User or its customers directly or indirectly violate the terms set forth herein.



4. Insertion Order



The specific terms of the license granted by Golden to User shall be outlined on a separate Insertion Order. In the event of any conflict of terms between the terms written on the Insertion Order and this Agreement, the terms of the Insertion Order shall prevail.



5. Term



The “Term” of this Agreement shall commence upon the Date of the last signature below and shall continue for the Term as set forth in the Insertion Order. Upon the expiration of the term stipulated in the Insertion Order, this Agreement shall automatically renew for one (1) month terms unless (a) terminated earlier pursuant to the terms and conditions herein; or (b) User fails to prepay License Fee prior to the start of the new month. Golden reserves the right to change service pricing for any and all renewal months provided that User is notified in writing prior to the start of the month in which new pricing shall take effect. The initial term and any renewal periods thereafter shall constitute the entire term (“Term”) of this Agreement.



6. License Fee



In consideration of the license granted under this Agreement, User shall pay Golden the license fees as stipulated in the Insertion Order and is subject to the server limitation of 5/16s per license per server.

1. User shall prepay the Total Monthly License Fee prior to the start of each month. If such payment is not made, Golden reserves the right to temporarily pause, and if not remedied within seven (7) days of notice of default, discontinue the User’s access without any further liability or obligation.
2. User shall pay all taxes (excluding those based upon Golden’s income), fees and assessments now or hereafter imposed by any governmental authority with respect to the license granted hereunder by Golden, and User’s use of the Program.



Inclusive in the license fees, User shall receive free technical support via email from Golden for issues related to the Program itself. Support of User’s customers, or affiliates or any issues related to the User’s content or data shall be the sole responsibility of the User. The license fees are inclusive of any and all standard and customary upgrades that Golden shall create, generate and/or apply to the Program, including all software patches. Where support is requested by User, User shall submit a help ticket via the Support Ticketing System and provide Golden with root access to the computer or server where the Program is installed. Due to Golden’s restrictions on accessing User content, Golden may not download, copy, use or corrupt any User data or content located on any User Server or User Network at any time and thus, Golden strongly encourages User to back up any and all data prior to submitting any help or service ticket to prevent any unforeseen data loss.




However, License fee does NOT include any added value services Golden may provide, which are available to User for additional costs, per a specific written agreement by Golden. Any custom programming/administration/work considered as the creation of new features or any technical programming that is not considered general tech support will be charged One Hundred Fifty ($150.00) US Dollars per hour, with a minimum of 1 (one) hour.



7. Setup



In order for User to be set up on the Program, User must (a) ensure its server meets Golden’s minimum server requirements as outlined in the “Server Specifications” document, attached hereto; and (b) supply Golden with the root access of the server on which the User requests the Program be installed. Golden will change the root access and the port of the Program to be compatible with User’s server and enable User to gain access to the front end of the Program. Once set up is complete, Golden will provide User with a log in to the Support Ticketing System through which User will submit any and all help or work orders.



1. Any changes or updates to this agreement will be emailed to User and/or posted on the Program by Golden no less than fourteen (14) days prior to implementation of changes to this Agreement. Any use of the Program after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.
2. User acknowledges that because all IPs must sit on the server and cannot be routed, in order for User to add additional IPs for use with the Program, User must supply Golden with a support ticket requesting IPs to be added to the Program.
3. Golden will also supply User with an FTP through which User will be able to add data to the server. Once User updates the file, Golden will then add data to the Program in response to User’s request via the Support Ticketing System.


8. Miscellaneous



Except in accordance with this Agreement, the Program or Users License hereto is not for sale and it may not be assigned or sublicensed to anyone else. Title and copyrights to the Program and any accompanying documentation remain solely with Golden.



9. LIMITED WARRANTY AND LIABILITY DISCLAIMER



Golden warrants that the Program is in compliance with all U.S. laws, policies and regulations regarding importation and exportation of technology and software, and further that the Program shall not infringe the copyright, intellectual property right, or other proprietary rights of any third party.




User understands and acknowledges that certain add-ons offered by Golden along with the Program represent services or features of third parties under contract with Golden, and that Golden makes no representation or warranty and shall have no liability in connection with any such add-ons. Any claim by User relating to such add-ons must be brought exclusively against the relevant third-party provider.




Golden does not warrant that User’s use of the Program shall be uninterrupted or that the operation of the Program will be error free or secure. In addition, the security mechanisms implemented by Golden have inherent limitations, and User must determine that the Program sufficiently meets User’s requirements. While Golden shall make commercially reasonable efforts to protect and secure servers, Golden is not responsible for User’s data residing on Golden’s servers and hereby disclaims any and all liability that may be associated with data loss. Thus, Golden recommends and encourages User to ensure regular data and content backups are being kept and stored by User.




EXCEPT FOR ANY OTHER WARRANTY SET FORTH IN THIS AGREEMENT, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.




User agrees to indemnify and hold harmless Golden against all Losses arising out of, connected with, or resulting in any way from any (a) use of the Program by User or any third party gaining access, directly or indirectly, to the Program through User, whether or not a violation of this Agreement;




GOLDEN’S LIABILITY IS LIMITED TO THE REPLACEMENT OF THE PROGRAM AND RELATED MATERIALS OR THE REFUND OF THE LICENSE FEE. THIS IS THE ENTIRE LIABILITY OF GOLDEN AND IS USER’S EXCLUSIVE REMEDY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS TO THE OTHER OR TO ANY THIRD PARTY INCLUDING, WITHOUT LIMIT, LOSS OF DATA.



10. Maintenance



Scheduled maintenance and associated downtime shall not exceed four (4) hours on a monthly basis, unless expressly noted otherwise, and will always be conducted with at least twenty-four (24) hour notice to User. Every reasonable effort will be made to minimize the duration of downtime, and to schedule maintenance during off-peak hours. Golden shall have no liability in connection to losses that could result from such downtime, including but not limited to, loss of profits or any other damages or costs that User may experience.



11. Independent Contractors



The relationship of Golden to User hereunder shall be solely that of an independent contractor. Golden and User each acknowledge and agree that neither is an employee, employer, agent, partner, or joint venture of the other.



12. Non-Assignment



Neither these Terms nor the license granted hereunder nor any rights or obligations set forth herein may be assigned, delegated, subcontracted or otherwise transferred, by User to any third party, whether by operation of law or otherwise, without the express prior written consent of Golden, and any such attempt will be void. We may transfer our rights under these terms to a third party.



13. Waiver



Failure to invoke any right, condition, or covenant under these Terms & Conditions by either party will not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure. No claim or right arising out of the breach of these Terms can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved party.



14. Attorney’s Fees



In any action brought to enforce any provision of these Terms & Conditions, the losing party shall pay the prevailing party’s reasonable attorney fees and costs.



15. Governing Law



These Terms & Conditions will be governed by the laws of the state of California, without regard to principles of conflicts of law. Any action relating to these Terms shall be brought exclusively in Los Angeles County (State of California), and both parties irrevocably consent to the exclusive jurisdiction of said courts. Notwithstanding the foregoing, User acknowledges that Golden cannot be adequately compensated in money damages in the event of any improper disclosure or compromised use of the Program and agrees that, in addition to its other remedies hereunder, Golden shall be entitled to obtain a court order enjoining further disclosure or breach. If any provision of these Terms are held invalid, the remainder of these Terms shall continue in full force and effect.