Advertiser Terms

Last Updated April 18, 2019

The advertising platform provided by CBD Origin Inc., a California corporation (“CBD Origin”, “CBDOrigin.com”, “us” or “we”), allows registered advertisers (“Advertiser”, “you” and “your”) to display their product or service offering on CBDOrigin.com, CBD Origin Social Media Profiles and CBD Origin 3rd Party Publisher Websites (“Advertising Platform”). Clicks/views will be generated by CBDOrigin.com and/or its affiliates by displaying relevant advertisements to our visitors throughout the Advertising Platform.

As an Advertiser on CBDOrigin.com, Advertisers pay a flat rate, monthly rate, and/or CPM (cost per thousand impressions) rate set by CBD Origin, which will vary based on the desired ad space. All advertising rates are defined in the CBD Origin Media Kit, which is provided upon request. To request a copy of the current CBD Origin Media Kit, please submit a request to ads@CBDOrigin.com.

CBD Origin reserves the right to reject and/or remove any offerings or keywords submitted by Advertisers as well as the right to reject any advertiser for any reason or no reason. Advertiser acknowledges and agrees CBD Origin has no obligation to disclose any information regarding its rejection and/or removal of any offerings, keywords, or advertisers, and CBD Origin has sole discretion over what information it chooses to disclose to the Advertiser if any.

1.  INTRODUCTION

CBD Origin will provide the Advertiser with access to the CBD Origin Advertising platform subject to the Advertiser’s compliance with these terms and conditions, which includes Exhibit A (“Advertisement Guidelines”) attached herein (“Terms and Conditions”), and our privacy policy (“Privacy Policy), (collectively, the “Agreement”). Please read this Agreement carefully prior to signing up for a CBDOrigin.com advertising account. This Agreement is subject to change by CBDOrigin.com at any time. This Agreement governs your access to and use of CBDOrigin.com’s website and any services provided thereunder or in connection therewith as an Advertiser and constitutes a binding legal Agreement between you and CBDOrigin.com. Certain areas of the CBDOrigin.com website (and your access to or use of certain areas or portions of the website or related services) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and terms and conditions posted for a specific area of the website or related services, the latter terms and conditions will take precedence with respect to your use of or access to that area of the site or related service, as applicable.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. CBDOrigin.com reserves the right, at its sole discretion, to modify this Agreement, at any time and without prior notice. By continuing to access or use the CBDOrigin.com website or related services after we have posted a modification on the website or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the website and any related services pursuant to the terms of the Agreement.

2.  USE

CBDOrigin.com, for purposes of this Agreement, is the process provider for web users (each a “Web User”) interested in the desired subject, and Advertisers who’s offerings are displayed throughout the CBD Origin Advertising Platform. By displaying Advertisers offerings to the CBD Origin audience, users interested in any particular offer displayed may click the advertisement and get redirected to the Advertisers website.

In connection with your use of CBDOrigin.com’s website and related services and to enable CBDOrigin.com to serve your advertisements via CBDOrigin.com’s website, third-party publisher websites, email and/or applications, you grant CBDOrigin.com an unlimited, non-exclusive, fully transferable, worldwide, royalty-free, fully-paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit, and display your advertisements in any format, layout or size.

CBDOrigin.com disclaims all liability relating to your advertisements and related content. As between CBDOrigin.com and you, you are solely responsible for your advertisements, any services or products offered through your advertisements and any websites that are linked to from your advertisements. Third-party publishers may include but is not limited to, browser extension, search, domain, email, contextual, and display web content. CBDOrigin.com does not represent or warrant the quality of traffic delivered to Advertiser nor if any contextual ad or how much of a contextual ad will be displayed across the network. Additionally, the format of your advertisement may vary and CBDOrigin.com makes no representations as to the format of your advertisement. For example, and without limitation to other examples that may apply, when a Web User clicks on a travel link from a participating publisher’s website that may be displaying the Advertiser’s travel-related ad or a generic travel ad, the Web User may or may not be redirected to the travel keyword Advertiser’s website.

3. DATA PRIVACY

Advertiser Data Obligations.  With respect to any personally identifiable information of Advertiser or other data, which Advertiser provides to CBDOrigin.com in connection with this Agreement (“Data”), if any, Advertiser hereby consents to the use and disclosure of the Data in accordance with CBDOrigin.com’s Privacy Policy. With respect to any Data provided by Advertiser to CBDOrigin.com, Advertiser shall ensure it has and will continue to comply with all applicable data protection and privacy laws, including but not limited to, the European General Data Protection Regulation (“GDPR”). Advertiser shall ensure Advertiser has properly informed any data subjects regarding their data’s usage, storage, and transfer information. Advertiser shall ensure that it has obtained all necessary rights, consents, and authorizations from any data subjects for which the Data relates in connection with this Agreement to allow CBDOrigin.com to process the Data outside the data subject’s country of residence. Any Data sent to CBDOrigin.com will be processed in the United States, or any other country where CBDOrigin.com or its contractors maintain data storage or processing facilities, and by using the Services, Advertiser hereby consents to such processing and storing of the Data.

Data Communications Security. Advertiser acknowledges and agrees email communications are generally not an encrypted form of communication, and CBDOrigin.com shall not be responsible for any interception of Data by third parties, that is sent to CBDOrigin.com by way of email or other forms of unencrypted electronic communication.

Cooperation for Regulatory Compliance. Advertiser shall provide reasonable assistance to CBDOrigin.com immediately upon request to enable CBDOrigin.com to respond to requests from data subject(s) seeking to exercise their rights under GDPR, or similar applicable data protection laws, rules, or regulations.

Prohibited Data. In no event shall Advertiser send CBDOrigin.com any data that is generally considered highly sensitive or falls under the “special categories of personal data” under the GDPR. This includes, but is not limited to, personal data revealing racial or ethnic origin, religious beliefs, genetic data, data concerning a person’s health, a person’s sexual orientation, trade union membership, or biometric data.

4. PAYMENT

CBD Origin sets different payments terms depending on the type of advertisement. The following sections describe the different payment terms for each type of advertisement offered on CBDOrigin.com as listed in the CBD Origin Media Kit.

Editorial Advertisements (Variable) – Editorial Advertisements (Variable) costs include a one-time publishing fee and a variable fee based on the total number of words written. Prior to beginning an Editorial Advertisement, CBD Origin will provide an estimated word-count and estimated date of completion which the Client must approve before moving forward.

In order to begin an Editorial Advertisement (Variable) the Client is required to pay 50% of the “Publishing Fee” and 50% of the “Estimated Word Count Fee” upfront, with the remaining balance due upon completion of the content. The remaining balance must be paid before the editorial is published. Advertisements that follow these payment terms include:

• Sponsored Article
• Distributed Press Release
• Sponsored Article on Medium

Editorial Advertisements (Fixed) – Editorial Advertisements (Fixed) costs include a one-time publishing fee that is defined in the CBD Origin Media Kit. In order to begin an Editorial Advertisement (Fixed), CBD Origin requires the publishing fee to be paid in full upfront.

Advertisements that follow these payment terms include:

• Listicle Placement
• Backlink Placement
• Guest Post Placement
• Product Review

Digital Display Ads – Digital Display Ads costs include a flat monthly rate and a CPM rate, as defined in the CBD Origin Media Kit. The Advertiser can set a CPM budget for their campaign by defining a view/impression cap.

In order to advertise using Digital Display Ads, CBD Origin requires the monthly rate to be paid in full upfront and 50% of the total estimated impressions or impression cap CPM rate to be paid in advance. The remaining balance will be due at the end of the advertising period and will be based on the actual analytics from the final report at the end of the advertising period. If the actual impressions did not exceed 50% of the total estimated impressions or impression cap, the corresponding percentage of the initial payment shall be returned to the Advertiser or rolled over into the next campaign.

Advertisements that follow these payment terms include:

• Sidebar Top Banner #1
• Sidebar Top Banner #2
• Sidebar Bottom Banner
• Inline Context Banner
• Under Context Banner
• In-Feed Context Ad
• Coupon Listing

Email Newsletter Ads – Email Newsletter Advertisement costs include a one-time flat rate and a percentage-rate commission for all sales earned from the advertisement.

The one-time flat rate, as defined in the CBD Origin Media Kit, is due in full up front, while the percentage rate commission will be incorporated with the Advertisers Affiliate Program, and tracked by CBD Origin’s unique affiliate link and a unique coupon code.

Advertisements that follow these payment terms include:

• Featured Deal
• Deal of the Week
• In-Feed Context Ad
• Promotional Email

Social Media Ads – Social Media Advertisement costs will vary based on the type of advertisement, and will include a one-time flat rate and/or a percentage-rate commission for all sales earned from the advertisement.

Advertisements that follow these payment terms include:

• Photo Re-post
• Sponsored Infographic
• Sponsored Giveaway

Advertiser acknowledges their understanding of the payment terms, confirms that they have reviewed and understand the rates defined in the CBD Origin Media Kit, and agrees to pay all charges to its account in accordance with CBDOrigin.com’s terms.

Upon receiving an invoice from CBD Origin, Advertisers can pay for charges on their account via Check, Debit Card, Credit Card, Wire Transfer, or Direct Deposit.

Advertiser warrants and represents that all payment information provided to CBDOrigin.com will be accurate, complete, and current. If CBDOrigin.com is unable to charge Advertiser’s credit card, CBDOrigin.com may, in its sole discretion and with or without notice, suspend, or terminate the Advertiser’s participation in the Advertising Platform.

5. Tracking and Reporting

All payments will be made based on clicks/views and revenue generated as determined by guaranteed accurate reports generated from CBDOrigin.com’s tracking system. Advertiser shall have access to updated reports that list data and analytics for their advertising campaigns.

6.  TERMINATION

Advertiser may suspend or cancel participation in the CBDOrigin.com Advertising Platform by providing forty-eight (48) hours written notice to CBDOrigin.com. Following such notice, Advertiser will be entitled to receive a refund for all amounts not yet charged to account, excluding upfront fees, one time fees, publishing fees, and cost per word fees, which may vary depending on the efforts rendered by CBD Origin up until the point of termination.

CBDOrigin.com may cancel Advertiser’s participation in the Advertising Platform at any time for any or no reason. CBDOrigin.com reserves the right, at its sole discretion, to modify, discontinue or terminate the website or any related services (including without limitation, the Advertising Platform), at any time and without prior notice. Advertisers will forfeit any deposited funds if they are terminated due to a breach in the rules of advertising on the platform outlined in the Advertiser’s Rights and Responsibilities section. All unused credits or promotional credits will expire after 6 months. Credits or promotional credits will be applied toward traffic after the initial deposit is used and are nonrefundable. It is agreed between the parties that CBDOrigin.com shall have the right to delete keywords and/or campaigns that have not received traffic within a reasonable amount of time. CBDOrigin.com reserves the right to delete accounts that have been inactive for an extended period of time.

7.  OWNERSHIP OF INTELLECTUAL PROPERTY

CBDOrigin.com retains all right, title and interest in and to its trademarks, service marks, trade names, service names, logos, and copyrights, as well as it’s content and technology worldwide (“Intellectual Property”). By entering into this Agreement, Advertiser acknowledges that such Intellectual Property is the exclusive property of CBDOrigin.com and that all usage of such Intellectual Property and any goodwill established by the use of such Intellectual Property shall inure to the benefit of CBDOrigin.com and that this Agreement does not confer any goodwill or other interests in such Intellectual Property to Advertiser. Advertiser shall not adopt or attempt to register any Intellectual Property that is confusingly similar to CBDOrigin.com’s Intellectual Property. Advertiser agrees to allow CBDOrigin.com a limited right to use Advertiser ‘s logo and name on CBDOrigin.com website and marketing materials.

8.  INDEMNIFICATION OBLIGATIONS

Advertiser agrees to indemnify and hold CBDOrigin.com and its officers, directors, agents, affiliates, licensors and employees harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs, whether based on active negligence, passive negligence or gross negligence  (including without limitation all attorneys’ fees and costs of every kind, including expert fees and not limited to statutory costs) arising out of or relating to (i) Advertiser’s use of and participation with the CBDOrigin.com website and related services, including the Advertising Platform, (ii) Advertiser’s advertisements, websites, or any related content, including any links from Advertiser’s websites (iii) any claim of libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertiser’s advertisements, websites or any related content, including any links from Advertiser’s websites (iv) any breach by Advertiser of any duty, representation, and warranty under this Agreement with CBDOrigin.com, (v) any claim relating to a contaminated file, virus, worm, Trojan horse, or other device that could impair or injure any person or entity emanating from Advertiser’s advertisements, websites or any related content, (vi) violation of any term in Exhibit A, and (vii) any violation by Advertiser of any applicable data privacy law, including, but not limited to GDPR. Advertisers are solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to both a third party and to CBDOrigin.com.

9.  RIGHT TO REJECT

All requested URL links, advertisements, ad position requests are subject to CBDOrigin.com’s approval. CBDOrigin.com reserves the right to reject, cancel, or remove any URL link, advertisement, or ad from a certain position at any time without notice.

10.  RELEVANCY

Advertisers may only submit advertisements to CBDOrigin.com’s Advertising Platform that are relevant to Advertiser’s submitted websites or to those web pages contained in Advertiser’s websites. If any information provided on Advertiser’s websites is changed, search terms and descriptions must be updated to be both current and accurate. All search terms and descriptions submitted are subject to relevancy review by CBDOrigin.com, and are subject to removal or rejection at any time and for any reason.

11.  CONTEXTUAL ADS

CBDOrigin.com does not guarantee that any Advertiser’s ad information will be available or displayed. CBDOrigin.com reserves the right to not place Advertiser’s ad information in the CBDOrigin.com Advertising Platform. The format of Advertiser’s contextual ads may vary and CBDOrigin.com makes no representations as to the format of contextual ads. Traffic delivered to advertisers originates from a variety of sources, including but not limited to, native ads, in-screen, domain parking, pop-unders, tab-overs, in-text hover, and more. Native ad traffic includes, but is not limited to, on-page units, pre-exit, and email native ads. Any native ads, or accompanying images, not in compliance with the Native Guidelines provided by CBDOrigin.com, may be edited by CBDOrigin.com at any time. Advertisers have the ability to block and whitelist sources based on each advertiser’s individual performance goals.  

12.  ACCOUNT ACCESS AND RESPONSIBILITIES

After Advertiser’s registration with CBDOrigin.com, Advertiser will be granted access to an advertiser account (“Advertiser Account”), which shall only be used by Advertiser and for Advertiser’s sole and personal use. Advertisers shall be solely responsible for their account manager’s conduct regarding maintenance of Advertiser’s account and ensuring all information provided is true and correct. Advertiser may log in to the Advertiser Account at any time to update campaigns, settings, or account information. If account user information changes throughout the lifetime of an account, it is Advertiser’s responsibility to obtain login credentials and update the account contact information as needed. Any changes made to a live campaign are subject to approval by CBDOrigin.com in its sole discretion and will only take effect after such approval by CBDOrigin.com. Other than the mutually agreed upon account manager, Advertiser may not authorize others to use Advertiser’s CBDOrigin.com account, and may not assign or otherwise transfer the account to any other person or entity. Advertisers shall not, under any circumstances, have the right to transfer or assign the account, any personal identification numbers or password to any other person or party who has not been preapproved and authorized for access by CBDOrigin.com. Any such attempted transfer or assignment shall be void and shall constitute a material breach of this Agreement on Advertiser’s part. In addition, Advertisers must promptly inform CBDOrigin.com of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of Advertiser’s account, personal identification number or password.

13.  ADVERTISER’S RIGHTS AND RESPONSIBILITIES

Upon starting an Advertisement Campaign, you shall receive a detailed list of items to submit, including URL links, advertisement text/verbiage, imagery, etc. Unless granted access to submit your items in your Advertise Account, Advertisers must submit advertisement material to ads@CBDOrigin.com. CBDOrigin.com reserves the right to reject or remove any contextual ad advertisement at its sole discretion. Advertiser represents and warrants that: (i) you are the owner or are licensed to use the advertisements and all subject matter contained therein; (ii) your advertisements are and will be free of any worm, virus, or other device that could impair or injure any person or entity; (iii) you are generally familiar with the laws and regulations governing the Internet and you will comply with all applicable laws and regulations including those that may apply to the display of the advertisements on third-party publisher websites and/or applications and your advertisements will not violate any law or regulation, including, but not limited to, laws governing privacy such as GDPR, false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement; (iv) your advertisements do not and will not (a) contain any misrepresentations or content that is defamatory, (b) violate any rights of privacy or publicity, (c) contain content that is violent, obscene, or offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive, or (d) promote or support gambling, unless authorized in an CBDOrigin.com insertion order that incorporates this Agreement by reference, sweepstakes, or contests; (v) your advertisements do not and will not infringe any intellectual property or proprietary right of any third party; (vii) your advertisements will comply with CBDOrigin.com’s advertising guidelines in Exhibit A; and (viii) you will not, nor will you authorize third parties to (a) generate fraudulent, automated, or otherwise invalid information, data, or actions related to your advertisements; (b) use robots, other automated query tools, computer-generated search requests and/or any other similar results-optimization methods unless authorized by CBDOrigin.com; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your advertisements are displayed or served.

14.  APPROVAL

CBDOrigin.com, in its sole discretion, may reject an Advertiser’s contextual ad. No reason is required to be given to the Advertiser why their advertisement has or has not been approved. All decisions made by CBDOrigin.com in this matter will be final.

15.  LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

THE ADVERTISER EXPRESSLY AGREES THAT THE USE OF CBDOrigin.com, THE ADVERTISING PLATFORM, AND ITS RELATED SERVICES IS AT THE ADVERTISER’S OWN RISK. CBDOrigin.com, THE ADVERTISING PLATFORM, AND ITS RELATED SERVICES IS AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER CBDOrigin.com NOR ANY OF ITS LICENSORS, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT, ANY INFORMATION, SERVICES, OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH CBDOrigin.com, OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. CBDOrigin.com HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, LICENSORS, AND/OR LICENSEES ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION: ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF CBDOrigin.com AND/OR INFORMATION, PRODUCTS, OR SERVICES AVAILABLE THROUGH CBDOrigin.com; AND ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THIS LIMITED WARRANTY GIVES THE ADVERTISER SPECIFIC LEGAL RIGHTS, AND THE ADVERTISER MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.

THE TOTAL LIABILITY OF CBDORIGIN.COM ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE OR INFORMATION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF CBDOrigin.com’S RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID OR OWED BY ADVERTISER TO CBDOrigin.com IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT WILL CBDOrigin.com, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OR INABILITY TO USE CBDOrigin.com AND/OR THE SITES LINKED TO CBDOrigin.com, OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THE ADVERTISER AGREES THAT CBDOrigin.com WILL NOT BE HELD RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH CBDOrigin.com AND/OR SITES LINKED TO CBDOrigin.com, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM CBDOrigin.com CONTRACTS TO OPERATE VARIOUS PORTIONS OF CBDOrigin.com AND THOSE TO WHOM CBDOrigin.com PROVIDES LINKS TO FOR CONTENT, ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION.

16.  CANCELLATION OR TERMINATION

If Advertiser is dissatisfied with CBDOrigin.com or the terms and conditions herein, Advertiser’s sole and exclusive remedy is to terminate the account. Accounts may be canceled at any time by sending an email to ads@cbdorigin.com. CBDOrigin.com may, in its sole discretion, terminate Advertiser’s account, and discontinue the advertising account, or use of any search at any time, and for any reason, with or without notice. CBDOrigin.com can also terminate advertising accounts if CBDOrigin.com believes Advertiser’s conduct is harmful to other consumers and/or Advertisers who participate in CBDOrigin.com’s services. All decisions made by CBDOrigin.com in this matter will be final.

17.  ARBITRATION

Any dispute arising out of or related to this Agreement shall be resolved by arbitration before a single arbitrator. Arbitration shall be conducted in accordance with California Code of Civil Procedure section 1280 et. seq. All arbitration-related hearings shall be conducted in Orange County, California. The arbitrator shall be from the Southern California area and the arbitrator will be selected by the mutual agreement of the parties. If the parties cannot agree on a single arbitrator, then the arbitrator shall be selected in accordance with the then in effect rules of ADR Services, Inc. Once selected, the Arbitrator shall be empowered to hear and resolve any and all issues related to, arising from, based upon or in any way related to  the dispute, whether based in law or equity. The Arbitrator shall issue rulings, decisions, orders, judgments and permanent injunctions as applicable and appropriate. The prevailing party in said arbitration shall be awarded, Attorney’s fees and costs as well of the costs of the arbitrator. If a party files a motion or petition to compel arbitration, then the prevailing party in said motion or petition shall be awarded interim attorney’s fees and costs related to the motion or petition.

18.  CHOICE OF LAW

This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of the parties. The parties consent to arbitration exclusively in Los Angeles, California for all actions arising out of or related to this Agreement. The parties hereby agree to waive their right to a jury trial.

19.  ASSIGNMENT; CHANGE OF CONTROL

Advertiser shall not assign any of its rights or obligations under this Agreement, in whole or in part, without CBDOrigin.com’s written consent. CBDOrigin.com may at any time assign, in whole or in part, its rights or obligations under this Agreement without the consent of and without prior notification to Advertiser.

20.  MODIFICATIONS

CBDOrigin.com reserves the right, at its sole discretion, to modify this Agreement, at any time and without prior notice. If CBDOrigin.com modifies this Agreement, we will post the modification on our website. By continuing to access or use the Advertising Platform after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Advertising Platform, and any related services pursuant to the terms of this Agreement.

21.  NOTICES

Any notice or other communication to be given hereunder will be in writing and will be (as elected by the party giving such notice): (i) personally delivered; (ii) sent by prepaid overnight delivery services such as FedEx or USPS Express Mail, (iii) or sent by email, with delivery confirmation and/or return receipt. Unless otherwise provided herein, all notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally. Either party may change its address for purposes hereof on not less than three (3) business days prior notice to the other party.

22.  FORCE MAJEURE

Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.

23.  SEVERABILITY AND WAIVER

If any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect. Failure of either Party to require strict performance by the other party of any provision shall not affect the Party’s right to require strict performance thereafter. Waiver by either Party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

24.  ENTIRE AGREEMENT

This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and terminating all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder.

25.  INDEPENDENT CONTRACTORS

The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.