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This Good Schools Guider Agreement (the “Agreement”) is made between GSG, Inc., a Delaware corporation with its principal place of business at Kansas, U.S.A. (“GSG”, “we”, “our”, or “us”) and Good Schools Guider, a company dedicated to providing valuable guidance and information to students and parents in selecting educational institutions (“Merchant”, “you”, or “your”).

  1. Service Description

We shall undertake the activities described in this Agreement to generate click-throughs, swipes, or other consumer actions on the links within Merchant Content (“Clicks”) that are generated from the GSG Network to your Good Schools Guider website(s). The foregoing is the “Service”.

This Agreement explains your and our respective obligations in relation to the Service. By completing and submitting your Merchant Registration or otherwise participating in the Service, you agree to the terms and conditions of this Agreement.

  1. Grant of Rights
  • You grant GSG and its affiliates a non-exclusive, revocable, royalty-free, worldwide right and license to use, display, reproduce, compile, edit, and distribute Merchant listings and content throughout the GSG Network.
  • GSG is granted a non-exclusive right to use your trademarks, service marks, trade names, and content on your Good Schools Guider website(s) (“Merchant Marks”) in connection with the Service.
  • We grant you a limited, non-exclusive right to access and use the Service, GSG Network, GSG Content, and GSG Marks.
  1. Account

To participate in the Service, you must maintain a Merchant Account for managing your activity and advertising charges.

  1. Confidentiality/Activity

You are responsible for maintaining the confidentiality of your Account information. You agree to notify us immediately of any breach or unauthorized use of your Account.

  1. Balances/Inactive Accounts

You are responsible for keeping your Account active. Inactive Accounts may be subject to an administrative fee after twelve (12) months of inactivity.

  1. Pausing

You have the ability to pause your advertising activity within your Account at any time.

  1. Advertising Charges

You will be charged for all Clicks based on the Cost per Click (“CPC”) rate determined by our pricing system. Performance targets and campaign budgets may be set by you or GSG.

  1. Payment

Charges will be paid in accordance with the payment plan and billing terms applicable to you. Disputes regarding charges must be raised within sixty (60) days.

  1. Obligations

Both parties represent that they have the authority to enter into this Agreement. You represent that all information provided about your business is accurate and compliant with laws and regulations.

  1. Collected Data

The Good Schools Guider Privacy Terms apply to data collected through the Service.

  1. Indemnification

You agree to indemnify GSG and its affiliates from any liabilities arising from your participation in the Service.

  1. Warranty Disclaimers

The Service is provided “as is” without warranties, except as expressly stated in this Agreement.

  1. Liability Limitations

GSG’s liability is limited to the amount paid for the Service in the prior six (6) months. GSG is not liable for indirect, incidental, or consequential damages.

  1. Modifications

GSG may modify the terms of this Agreement with notice to you. Your continued participation in the Service constitutes acceptance of the modifications.

  1. Termination; Suspension

Either party may terminate this Agreement. GSG may suspend or terminate your Account at any time.

  1. Notices

General notices will be posted on www.GSG.com. Specific notices will be sent to your email address.

  1. Dispute Resolution

Disputes will be resolved through negotiation, mediation, or arbitration.

  1. Choice of Law/Venue

This Agreement is governed by California law, with disputes resolved in Los Angeles County.

  1. Independent Contractor

This Agreement does not create a partnership or agency between the parties.

  1. No Third Party Beneficiary Rights

Only parties to this Agreement have rights to enforce its terms.

  1. Assignment

You may not assign this Agreement without our consent.

  1. Force Majeure

GSG is not liable for temporary inability to provide the Service due to force majeure.

  1. Governing Language

In case of conflict, the English version of this Agreement prevails.

  1. No Waiver

Waiver of any breach does not waive subsequent breaches.

  1. Integration

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements.


GSG, Inc.


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