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ADTENTION TERMS & CONDITIONS

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING AS A PUBLISHER AND/OR AN ADVERTISER. PARTICIPATION IN Adtention’s SERVICES INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS, OUR TERMS OF USE AND PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE SERVICES. YOU MUST HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE PUBLISHER AND/OR ADVERTISER WISHING TO USE THE SERVICES. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE PUBLISHER AND/OR ADVERTISER WISHING TO USE THE SERVICES, DO NOT USE THE SERVICES. IN THE EVENT OF A CONFLICT, THE TERMS OF THESE TERMS AND CONDITIONS WILL PREVAIL.

You must agree to the terms of this Agreement before using the Services. Your permission to use the Services is conditioned on your acceptance of the terms and conditions set forth below. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. By undertaking any of the following actions, you agree to be bound by the terms of this Agreement and all terms, policies and guidelines incorporated by reference: (a) clicking that you accept or agree to these terms when presented with the option to do so; (b) registering for the Services; or (c) using the Services. By agreeing to be bound by the terms of this Agreement, you acknowledge and agree that you have read, understand and accept the terms and conditions described below effective as of the date of such action (the “Effective Date‘). Any amendments, modifications or waivers of this Agreement may only be made in a writing executed by Adtention. Adtention reserves the right, in its discretion, to modify this Agreement at any time by posting a notice on its website (www.Adtention.com) or by sending you a notice via email or postal mail. Use of the Services by you following such notification will constitute your acceptance of the modified terms and conditions.

FOR MARKETING SERVICES

1. Scope. Upon accepting and or signing this Agreement and or Insertion Order, the Customer acknowledges that he/she has read this contract and has not relied upon any promise, statement or representation other than contained herein and hereby acknowledges acceptance of all Terms and Conditions and or receipt of a copy of this Agreement and or Insertion Order. Adtention LLC, trading as Adtention.com allows our Customers to benefit from Adtention.com value added services such as telephone area code phone call redirect, SEO or Search Engine Optimization both paid and organic (natural), Social Media Campaigns, SEM or Search Engine Marketing, Display Advertising, Printed Publications, Digital Text Messaging, Web site or Proxy Web site including but not limited to, the use of the telephone number Adtention.com exclusively on all media services including print, radio, television and other online, printed or digital marketing in the designated or assigned market area as outlined on the insertion order attached. This is a contract (referred to herein as this “Agreement”) between Adtention LLC, Adtention.com (hereinafter referred to as “us”, “we” and “our”) and the customer (“you” and “your”) identified on the first page of this document (the “Order”) for us to fulfill your order for our Advertising Service and/or Lead Generation Membership Products or Services identified on the Order. This Agreement consists of the Order and these Terms and Conditions for Advertising Service and/or Lead Generation Membership Products or Services (these “Ts&Cs”). In the event except as otherwise expressly provided in these Ts&Cs and in the event of any conflict between the terms of the Order and of these Ts&Cs, the Order shall control and prevail. This order shall not be binding upon Adtention.com unless and until this order is signed by an authorized representative of Adtention.com at its corporate headquarters and Customer hereby waives notification of same. The sales representative is not authorized to accept this offer on behalf of Adtention.com.

2. Services. Adtention.com will provide the Customer with products and services described on the Order (the “Services”). The Customer agrees to cooperate with Adtention.com as required for Adtention.com to provide the Services.

3. Equipment. The Customer is solely responsible for obtaining all computer equipment and connections required to access and use the Systems and the Services. Adtention.com will not be responsible for the workings or failures of the Customers computer equipment, network, and software or Internet access.

4. Term. The term of this Agreement commences on the date of execution by you (either in writing or by electronic signature, including recorded oral

acceptance of this Agreement of an Order presented by us and shall (subject to our right hereunder to terminate or suspend our performance or remove Advertising Service and/or Lead Generation Membership Products or Services under circumstances specified in this Agreement) continue until we have fulfilled the Advertising Service and/or Lead Generation Membership Products or Services specified in the Order for the Initial Term specified in the Order. Unless otherwise provided in the Order and except as provided below in these Ts&Cs, upon expiration of the Initial Term, the term of this Agreement shall automatically renew for a “Renewal Term” unless you or we notify the other of its intent not to renew at least thirty days before expiration of the Initial Term. All services provided during the Renewal Term will be subject to the then-current Terms and Conditions, pricing and other terms for Print, Online, Digital, Texting or Internet Advertising, Advertising Service and/or Lead Generation Membership Products or Services available on our Web site (such then current Ts&Cs being referred to herein as this Agreement). The Renewal Term will continue from expiration of the Initial Term until termination pursuant to this Agreement. Unless otherwise provided in the Order, either you or we may terminate the Renewal Term, with or without cause, upon thirty days’ prior written notice to the other. Neither of us may terminate this Agreement during the Initial Term, provided that we may terminate this Agreement at any time upon notice to you if you breach this Agreement. If you choose to have your Advertising Service and/or Lead Generation Membership Products or Services removed from any site and/or our services discontinued prior to the end of the Initial Term or Renewal Term, as the case may be, you shall notify us in writing and the unpaid balance for the entire Initial Term or Renewal Term will become immediately due and owing.

5. Termination by Customer. THE CUSTOMER MAY CANCEL THIS ORDER BY PROVIDING WRITTEN NOTICE TO Adtention LLC CORPORATE OFFICE AT ANY TIME PRIOR TO MIDNITE OF THE THIRD DAY AFTER THE DATE THE CUSTOMER SIGNED THE ORDER. Disconnection of the customer’s phone, discontinuation of the Customer’s business, or sale of the customer business does not constitute termination of the order. Customer agrees to honor all advertised coupons and or offers purchased for the length of the term agreed upon by the Customer and Adtention.com. As published, printed, mechanically and or electronically and distributed under the terms of this contract. Adtention.com reserves the right to extend coupon or offer expiration date termination (if necessary) without prior notice. Delivery date of printed materials will begin no later than 8 weeks from last order written. No other starting date is guaranteed or implied.

6. Third Parties. You represent and acknowledge that you are entering into this Agreement to obtain the Advertising Service and/or Lead Generation Membership Products or Services for your own benefit and not for the benefit or on behalf of any third party, including, but not limited to, any of your shareholders, partners, owners, employees, agents or affiliates. However, each of our distribution or fulfillment vendors or internet search engines on which we place your advertising (each, a “Distribution Site” or “Distribution Location”) is an intended third-party beneficiary of your obligations hereunder that relate to Advertising Service and/or Lead Generation Membership Products or Services and may independently enforce each obligation directly against you. If the distribution location is unavailable at the time of shipment of Advertising Service and/or Lead Generation Membership Products or Services, Printed Publication, or should the distribution location close for any reason, Adtention.com reserves the right to relocate and distribute the Advertising Service and or Printed Publication at the nearest available location; or, in the alternative and at Adtention.com discretion, rescind this Agreement and or refund any monies paid by the Customer on a pro rata basis excluding any and all expense relating to the creation or development of Advertising Service and/or Lead Generation Membership Products or Services.

7. Rates and Payment. Unless otherwise provided in the Order, we will bill you during our first applicable billing cycle after we fulfill your order for Advertising Service and/or Lead Generation Membership Products or Services and will continue to bill you during each applicable billing cycle thereafter during the term of this Agreement. The billing cycle will be thirty (30) days unless otherwise provided in the Order. We will bill you for Advertising Service and/or Lead Generation Membership Products or Services for which no rate is specified in the Order at our standard rates for such Advertising Service and/or Lead Generation Membership Products or Services at the time that we provide such Advertising Service and/or Lead Generation Membership Products or Services. Any rates specified in the Order will apply during the Initial Term only. Unless you or we terminate this Agreement at the end of the Initial Term, you will be invoiced for each billing cycle of the Renewal Term at our standard rates during such billing cycle for such Advertising Service and/or Lead Generation Membership Products or Services. Such standard rates may be higher than the rates set forth on the Order. Payments are due on the due date specified on the invoice or, if no payment date is specified, then thirty days after the date of the invoice. We may remove, or (in the case of Advertising Service and/or Lead Generation Membership Products or Services placed on Distribution Sites) cause to be removed, your Advertising Service and/or Lead Generation Membership Products or Services and suspend our services hereunder if payment is not received by the due date. Your prompt payment is required or we may suspend our services hereunder if payment is not received by the due date. Your prompt payment of any costs that we incur to suspend services or remove or cause removal of Advertising Service and/or Lead Generation Membership Products or Services, or to resume services or replace or cause replacement of Advertising Service and/or Lead Generation Membership Products or Services, will be a condition to our resumption of services and the replacement of Advertising Service and/or Lead Generation Membership Products or Services. You acknowledge that no such suspension or removal will extend the term of this Agreement and, therefore, that it will reduce the aggregate time that we fulfill your order. We may charge late payment fees that will accrue at our then-current standard rates or, if lower, the maximum rate permitted under applicable law. You agree to pay any attorneys’ fees and costs that our agents or we incur in collecting any unpaid amount. You will pay any sales, use or other local, state, federal, foreign or other taxes or governmental fees arising out of or in connection with this Agreement, other than taxes based on our net income. There will be a $25.00 charge added for any dishonored payment.

8. Credit. Customer authorizes Adtention.com to obtain initial and periodic commercial and or personal credit investigative report regarding Advertising Service and/or Lead Generation Membership Products or Services as necessary or desirable in making a decision whether to extend credit to Customer from time to time. Extension of credit and approval for any payment program is contingent upon the results of the credit investigation being satisfactory to Adtention.com, in its sole discretion. Adtention.com may require advanced payment in full to the provision of Services.

9. Denial of Credit. If your application for business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain the statement, you must contact us within 60 days from the date you are notified of our decision and we will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement. Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20510.

10. Delinquent Accounts. Adtention.com may, in its sole discretion, apply all of the Customers payments to the oldest charges due in the Customer’s account. If Customer defaults in paying any charge when due, Adtention.com may declare all charges under the Order and any other agreements with the Customer to be immediately due and payable. If Adtention.com sends a Customer’s account to a collection agency, the Customer will pay Adtention.com reasonable attorney fees, court cost and service cost, in addition to the outstanding amounts due. If an account becomes delinquent, discounts and special promotions will be considered voided and the full published rates for all Services in the Order will replace the rates shown on the Order. If the Customer fails to make any payment when due, Adtention.com may declare the entire balance owed by the Customer to Adtention.com under this, or any other, agreement between Adtention.com and Customer immediately due and payable. If the Customer is in default, Adtention.com may charge the delinquent balance to the Customer’s checking or credit card account on file and or associated with Customer account.

11. Custom Domain Registration/Ownership of Work Product/ Market Area Terminating Telephone Number. Customer has exclusive right to all telephone calls from designated geography or assigned area code(s) and switching station located in areas as specified on the insertion order. All calls from the specified telephone area code(s) will be redirected to the terminating telephone number as specified on page one of the insertion order. You are responsible for any and all taxes, fees, dues and interruptions of service to the terminating telephone number for any reason during the length of this contract. You are required to maintain terminating telephone number service at all times during the length of this contract. We reserve the right to redirect or reassign designated terminating telephone number should this contract be breached by you in any way or fail to maintain telephone service to the designated terminating telephone number as specified on page one of the insertion order. In the event that your terminating telephone number becomes unavailable, you can request a new telephone terminating number to be assigned to the designated area code(s) on request by contacting 732) 300-7068 Monday through Friday 9:00 AM to 4:00 PM EST. If the Advertising Service and/or Lead Generation Membership Products or Services you have ordered involve the hosting or operation of a Web site or proxy Web site, the Universal Resource Locator (“URL”) therefore must be registered in our name with a domain registrar of our choosing so we may manage the domain while we host or operate the Web site. If you do not have a URL, we will procure a URL and will pay the applicable domain name registration fees to the registrar and maintain ownership. We cannot guarantee that any URLs and/or domain names you request for your Web site will be available for your use. If none of your requested URLs are available, we will contact you and request alternatives. If you already own the registration for the desired URL, you must transfer the URL to us with a domain registrar of our choosing. If the URL cannot be transferred or you fail to undertake the action we request to cause the transfer, then, in our discretion, we may (but are not obligated to) choose a URL or domain name on your behalf. Upon termination of this Agreement or in the event you are in breach of this Agreement, any Web sites hosted or operated under this Agreement may be disabled, in our sole discretion. We will invoice you for all fees payable in connection with the transfer to you of any URL registered in our name that is related to your Web site if you notify us in writing within thirty (30) days after termination or expiration of this Agreement that you desire such transfer. We will then promptly transfer such URL to you if you timely pay such invoice. If you fail to notify us that you desire such transfer within such thirty (30) day period or fail timely to pay such invoice, then you waive all rights in or with respect to such URL, and you acknowledge that we may allow the registration for such URL to lapse, may retain and use such URL, or may transfer such URL to a third party, without restriction.

12. Performance Based Advertising Products. We or our vendor will fulfill your performance based Advertising Service and/or Lead Generation Membership Products or Services including, but not limited to, either paid or organic (natural) SEO or Search Engine Optimization, SEM, Search Engine Marketing, Website, Social Media Campaigns, Proxy Website, Telecommunications, Text or Instant Messaging, Landing or Connection Page, Display Advertising or Printed Publications and all Advertising Services or Media. For SEO internet search engines determined by us, which may include affiliated or syndicated search engine network partners, will provide the contracted number of clicks or performance paid insertion. We may change search engines from time to time in our sole discretion. You agree that all placements on search engines shall conclusively be deemed to have been approved by you. We or our vendor will continue to fulfill your Advertising Service and/or Lead Generation Membership Products or Services for the contracted number of clicks or performance paid insertion, calls, search or other actions (an “Action”) or until your budget is exhausted. If the applicable number of Actions has not been delivered or disputed Actions have been credited by us in our sole discretion or your budget has not been exhausted during the Initial Term, we will continue to fulfill your Advertising Service and/or Lead Generation Membership Products or Services at no additional charge until the applicable number of Actions has been delivered or your budget has been exhausted. Although we will invoice you in twelve installments for the contract amount, we do not guarantee that the Actions will be fulfilled within that timeframe or otherwise during the term of this Agreement. We cannot provide you with (1) the names of the search engines and/or search engine networks to which your Advertising Service and/or Lead Generation Membership Products or Services will be submitted and/or (2) the URL and IP address from which clicks or other Actions are made. Our only obligation is that the number of Actions identified in the Order will be provided. We do not guarantee that any clicks or paid performance insertion (1) will be from potential customers for you and/or (2) will be of any benefit or value to you. You acknowledge that the clicks or paid performance insertion may be: from adult sites, from adult-sounding URLs, from sites potentially offensive to you, the result of prohibited or improper purposes, and the result of spiders, robots and other automated or mechanical means. We will send or make available periodic reports from us or Distribution Sites regarding the number of Actions we deliver. You agree that such reports and the counts contained therein shall be the conclusive, definitive measurements of our performance, and that they shall determine your related obligations for all purposes of this Agreement. No other measurements or usage statistics from any source whatsoever shall be accepted by us or have any applicability to our obligations or your rights under this Agreement. Notwithstanding anything to the contrary in Section 2 of these Ts&Cs, upon fulfillment of your performance based Advertising Service and/or Lead Generation Membership Products or Services, we will terminate your performance based program unless you and we agree to renew it. If you cancel your performance based Advertising Service and/or Lead Generation Membership Products or Services or disable your Web site, terminating telephone number or otherwise impair our ability to complete the Actions, we will invoice you for the remaining months of the Initial Term or retain the amount of any remaining budget as an early termination charge. We have no liability for any Actions you dispute. However, in our sole discretion, we may issue you a credit for additional Actions to be delivered.

13. Prohibitions, Content and Intellectual Property Rights. The transmission of any unsolicited commercial e-mail messages through our services is strictly prohibited without the prior consent of the recipient. You acknowledge that neither we nor the Distribution Sites generate the content upon a site where your Advertising Service and/or Lead Generation Membership Products or Services may be fulfilled and that neither we nor the Distribution Sites are responsible for such content. You acknowledge that it is not possible to avoid placing your Advertisement Services and/or Lead Generation Membership Products on web sites that display adult content, have adult-oriented domain names, or that are primarily intended as gambling sites, you acknowledge that it is not possible to avoid all such placements, and that we shall in no event have any liability to you of any type or nature as a result of any such placement or any other such placement that may be offensive to you. We or any Distribution Site may refuse, remove and/or terminate Advertising Service and/or Lead Generation Membership Products or Services and our services due to any content that we or a Distribution Site deem for any reason (a) may subject us, a Distribution Site or another party to liability, (b) includes obscene, profane, sexual, violent or other inappropriate content, or (c) is otherwise unacceptable in our or the Distribution Site’s sole discretion; provided that we have no obligation to review your Advertising Service and/or Lead Generation Membership Products or Services and shall have no liability related to the content thereof. If this occurs, you will remain responsible for payment of all amounts to be invoiced for the then-current term and will not be entitled to any refund or abatement or any extension of the term of this Agreement. Furthermore, you are making the following representations and both we and each Distribution Site are relying upon them: (a) that you are authorized to advertise and display the requested business, product or service, (b) you are a business, not a consumer, (c) that the content of any advertisement is truthful and not misleading, (d) that you are in compliance with all laws and licensing requirements relating in any manner to the goods or services displayed or to your advertisement or Advertising Service and/or Lead Generation Membership Products or Services, and (e) that you have the right to use and publish any requested name, address, trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other content and that such use complies with all applicable laws, license agreements and other obligations. Without limiting any of our other rights or remedies, you agree to notify us immediately in writing at any time that you discover or suspect that any of these representations is not true and correct in all respects. You assume sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by you or which you are authorized to use or display. If we receive notice or documentation demonstrating that another person or entity contests your right to use or display a name, trademark, service mark or other content, we may reject or discontinue the Advertising and/or Lead Generation Membership Products and our services without liability to you until such time you have resolved that dispute with the other party to our satisfaction. As to any Advertising Service and Lead Generation Membership Products or Services we create for you, whether in whole or in part, and any derivative work that we create from your content, you acknowledge that we are an author and assign to us all rights in and to any independently copyrightable contribution you might have made to the advertising. You further acknowledge that we retain all right, title and interest, including the copyright, in such Advertising Service and/or Lead Generation Membership Products or Services and that neither you nor we intend for such Advertising Service and/or Lead Generation Membership Products or Services to constitute a joint work. You grant us a nonexclusive license during the term of this Agreement, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform and otherwise use any trademark, service mark, graphics, text or other content you provide to us in connection with our performance of our obligations under this Agreement. Upon termination of this Agreement, we are not obligated to return any of these works to you. Customer must contact Adtention.com immediately in writing at any time that you discover or suspect that any of these representations is not true and correct in all respects. You assume sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by you or which you are authorized to use or display. If we receive notice or documentation demonstrating that another person or entity contests your right to use or display a name, trademark, service mark or other content, we may reject or discontinue the Advertising Service and/or Lead Generation Membership Products or Services and our services without liability to you until such time you have resolved that dispute with the other party to our satisfaction. As to Advertising Service and/or Lead Generation Membership Products or Services we create for you, whether in whole or in part, and any derivative work that we create from your content, you acknowledge that we are an author and assign to us all rights in and to any independently copyrightable contribution you might have made to the Advertising Services or Lead Generation Membership Products. You further acknowledge that we retain all right, title and interest, including the copyright, in such Advertising Service and/or Lead Generation Membership Products or Services and that neither you nor we intend for such advertising to constitute a joint work. You grant us a nonexclusive license during the term of this Agreement, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform and otherwise use any trademark, service mark, graphics, text or other content you provide to us in connection with our performance of our obligations under this Agreement. Upon termination of this Agreement, we are not obligated to return any of these works to you.

14. Design of Our Sites, Advertising Service and/or Lead Generation Membership Products or Services, Statistics and Interruption of Our Services. We and the Distribution Sites may redesign or modify the organization, structure and/or “look-and-feel” of our respective Web sites, Advertising Service and/or Lead Generation Membership Products or Services, and published set of headings and directories at any time and without notice; we may discontinue or add Distribution Sites at any time in our sole discretion. Although we assign each Advertising Services or Lead Generation Membership Product an internally generated point value and/or seniority date, such assignment is internal to us and does not confer any rights to you. We or any Distribution Site may position your advertisement on any page within the appropriate sites, in any position upon such page, in any sequence and in association with any classified heading, related category or keyword(s) we or any Distribution Site deems appropriate unless otherwise specifically noted in the Order. Unless expressly provided on the Order, neither any Distribution Site nor we make any representation or warranty with respect to traffic, telephone calls or usage statistics regarding Actions on our site or on any Distribution Site or the levels of impressions, cost per click, cost per call or click-through rates or the quality or conversion rate for any advertisement. An “impression” means each occurrence of a display of an advertisement for the purposes of Advertising Services and/or Lead Generation Membership Products. Neither any Distribution Site nor we will have any liability to you and you will remain responsible for all moneys owed to us should there be an interruption in our Web site or any third party site or other interruption in our services hereunder for any period of time, although we may, in our sole discretion, issue credits or extend the term of this Agreement in the event of interruptions lasting several days or longer.

15. Website Services. Adtention.com provides domain name registration/renewal/transfer, website creation, website hosting and email hosting services (the Website Services). Customer shall confirm on the front of the Order which services it will purchase from Adtention.com. Access to the web and email server space is terminated upon expiry of the Website Services. Website Services are provided on the basis of service, facility and equipment availability. Adtention.com reserves the right not to provide one or more Website Services where necessary facilities, equipment or services are not available for any reason.

16. Telephone Conversations. All telephone conversations between you the Customer and us about your advertising may be recorded and you hereby consent to such monitoring and recordation. Certain Advertising Services and Lead Generation Membership Products and Services may require telephone conversation monitoring and recordation and by signing this Agreement you hereby consent to such monitoring, tracking and recordation unless prohibited by law.

17. Consent. Adtention.com will collect certain information about the Customer and we may monitor the Customer’s use of the Services and the Systems. Customer consents to Adtention.com collection, use and disclosure of the Customer’s information for the purposes of providing the Services, communicating with customers, ensuring the Customer’s compliance with this Agreement, and collecting payment under this Agreement.

18. Customer and User Content. Customer will provide Adtention.com various content in connection with the Systems, Services, Domain Names and Websites (the “Customers Content”) including: (a) the Customer’s name, address, telephone number, trademarks, service marks, (b) all information, data, links and content entered into the Systems by or for the Customer, or otherwise provided to Adtention.com and (c) other content owned and licensed by the Customer. The Customer must ensure that the Customer Content is accurate and up-to-date, and must deliver the Customer Content in accordance with the specifications and schedule established by Adtention.com from time to time. The Customer hereby grants Adtention.com a world-wide, non-exclusive, royalty-free, fully sub licensable license to copy, publicly display, transmit, telecommunicate, use and distribute the Customer Content including on third parties’ websites, materials and other property, and in any form or media now known and hereafter developed in any compilation, order, or format, and any revisions thereto, and in any and all languages. Adtention.com is not responsible or liable in any manner for any Customer Content or third party applications, software or content posted on the Systems or in connection with the Services, whether posted or caused by users, by third parties or by any of the equipment or programming associated with or utilized in the System or Services. Adtention.com does not control and is not responsible for what users post, transmit or share and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content the Customer may encounter in connection with any content. Adtention.com is not responsible for the conduct, whether online or offline, of any users use of Adtention.com services.

19. Content Modification, etc. Adtention.com may review, select from, revise, reject, manipulate and format the Customer Content as necessary or desirable for the normal functioning of the Systems and Services, and for any other reason including unsatisfactory technical quality, inconsistency with Adtention.com policies, and non-compliance with the terms of this Agreement. Regardless of the extent to which Adtention.com modifies any Customer Content, Adtention.com will have no liability whatsoever to any third party regarding the Customer Content and the Customer will be solely liable for that content. The Customer is solely responsible for protecting the Customer Content and all intellectual property in the Customer Content.

20. Trademarks. The Customer hereby grants Adtention.com a world-wide, non-exclusive, royalty-free, license to use the Customer trademark(s) and copyright(s) in the design element of those trademark(s) and or copyright(s) collectively known as “Customer Marks” solely for the purposes of providing the Services. Customer must not use Adtention.com name, logo, copyright and or trademark without prior written permission or consent.

21. Passwords. The Customer and its employees must take reasonable measures to maintain the confidentiality and security of all user names and passwords issued to the Customer and its employees. The Customer must immediately notify Adtention.com in writing if the Customer becomes aware of any unauthorized use of any user name, password or any other security breach regarding the Systems. The Customer will be solely responsible for all activities conducted under the Customer’s and its employee user names and passwords.

22. Additional Services. Customer may purchase additional Services by the issuance and acceptance of one or more additional Orders, and each of the additional Services will be governed by the Orders, as if these terms and conditions were recited at length in those Orders.

23. Modifications. From time to time Adtention.com may add new features to the Systems, remove existing features from the System and or Service, or otherwise modify the Services and Systems including but not limited to its functionality, look and feel, universal resource locators and software components.

24. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE ORDER, NEITHER WE NOR ANY DISTRIBUTION SITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR ADVERTISING AND OR LEAD GENERATION MEMBERSHIP OR OTHER PRODUCTS AND SERVICES, LINKED SITES, ANY SITE WE MAY CREATE FOR YOU, OR OTHERWISE UNDER OR RELATED TO THIS AGREEMENT.

25. Restrictions. The Customer must not, without Adtention.com prior written consent: (a) modify, obscure or otherwise edit any Data or any copyright or other notices which appear on the Systems or the Data; (b) reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance any of the Data or Systems; (c) upload or transmit to the Systems anything that (if reproduced, published, transmitted or used) may: (i) be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, (ii) violate any law including intellectual property, privacy or other laws, or (iii) give rise to civil or other liability; (d) upload or transmit to the Systems any data, file or software that contains a virus, Trojan horse, worm or other harmful component; (e) use the Services in a manner which consumes excessive amounts of memory, CPU or bandwidth usage, (f) use any of the Data or the Systems for spamming, bulk message transmission, or other prohibited activities: (g) rent, lease or transfer any rights in – or permit any third party to use or access – any of the Data or the Systems; or (h) avoid, circumvent, or disable any access control technology, security device, procedure, protocol or technological protection mechanism that may be included or established in any of the Data or the Systems. In addition to any other available remedies Adtention.com may suspend or terminate the Customer’s access to the Systems upon breach of any of the above obligations.

26. Assignment. You may not resell, assign, transfer or delegate any of your rights, duties or obligations without our prior written consent, which we may grant or withhold in the exercise of our absolute and sole discretion; in the event we give such consent, the assignee must, without any reservation, assume all of your rights, duties and obligations. Any attempt to resell, assign, transfer or delegate such rights, duties or obligations without our prior written consent shall constitute a breach of this Agreement and shall be of no force or effect. We shall have the right to subcontract performance of our obligations hereunder or to assign to or otherwise transfer this Agreement or any of our rights, obligations or duties hereunder to any person or entity at any time.

27. Notices. All of our notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received, or (d) if sent by electronic mail, and such message is confirmed as received, in each case to the address, fax number or email address specified on the Order for the recipient of such notice. All of your notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid or if delivered by overnight courier, to our address as shown on our Web site.

28. Liability. NEITHER WE NOR ANY DISTRIBUTION SITE NOR ANY OF OUR OTHER VENDORS SHALL HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ADVERTISING SERVICES AND LEAD GENERATION MEMBERSHIP PRODUCTS OR SERVICE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, LOSS OF GOODWILL, THE REJECTION OR REMOVAL OF ANY ADVERTISING CONTENT, ANY DELAY IN DISPLAYING OR OUR FAILURE TO DISPLAY CONTENT, OR OUR FAILURE TO PERFORM SERVICES. WITHOUT LIMITING THE PROVISIONS OF SECTION 13, IN NO EVENT SHALL OUR LIABILITY FOR MONETARY DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR THE ADVERTISING AND/OR LEAD GENERATION MEMBERSHIP PRODUCTS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE. You acknowledge and agree that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement and are fundamental to the parties’ understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Advertising Service and/or Lead Generation Membership Products or Services. Without limiting the generality of the foregoing, YOU AGREE THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The limitations contained in this Section 13 apply regardless of the form of action, including actions in contract, tort (including negligence), and strict liability.

29. Exclusive Remedies. Adtention.com and its licensees are not responsible for typographical errors or the performance of any Advertiser or Customer. If we breach our obligation hereunder to fulfill any Advertising Services and/or Lead Generation Membership Product or breach any other obligation hereunder, we will make commercially reasonable efforts to fulfill such Advertising Services and/or Lead Generation Membership Product or Services at a later date on the same or substitute site or internet search engine or otherwise reasonably to cure such breach. THE FOREGOING CONSTITUTES OUR SOLE OBLIGATION AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY US OF THIS AGREEMENT (EITHER DIRECTLY OR THROUGH A FAILURE OF PERFORMANCE BY ANY DISTRIBUTION SITE).

30. Force Majeure. In no event shall we or any Distribution Site have liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control. Your payment obligations shall continue during any event of force majeure.

31. Indemnification. You agree to indemnify us and the Distribution Sites and hold us and the Distribution Site harmless from and with respect to any claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, actual attorneys’ fees) that may at any time be incurred by us or them arising out of or in connection with this Agreement or any Advertising Services and/or Lead Generation Membership Products or Services you request, including, without limitation, any claims, suits or proceedings for defamation or libel, violation of right of privacy or publicity, criminal investigations, infringement of intellectual property, false or deceptive advertising or sales practices and any virus, contaminating or destructive features.

32. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts entered into and performed in New Jersey by residents thereof. Any action or proceeding brought by you under or relating to this Agreement shall be brought in a state or federal court located in the City of Toms River, State of New Jersey, and you hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts for purposes of any such action or proceeding. Any claim against us arising from this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party.

33. Entire Agreement. This Agreement constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior written and all prior or contemporaneous oral communications regarding such subject matter. Accordingly, you should not rely on any representations or warranties that are not expressly set forth in this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Except as provided in Section 1, this Agreement may not be modified except by writing signed by you and us; provided, however, we may change these Ts&Cs from time to time, and such revised terms and conditions shall be effective with respect to any Advertising Service and/or Lead Generation Membership Products or Services ordered after written notice of such revised terms to you or, if earlier, posting of such revised terms and conditions on our Web site.

FOR PUBLISHERS (Adtention PUBLISHER TERMS AND CONDITIONS):

These Adtention Publisher Terms and Conditions form a legally binding agreement (“Agreement“) between you (“Publisher“) and Adtention LLC., a New Jersey corporation with a principal place of business at 1617 Berkeley Ave., Beachwood, NJ 08722 (“Adtention“). All capitalized terms used and not defined elsewhere in this Agreement have the meanings set forth in Section 19.

1. CERTAIN REQUIREMENTS.

(a) Adtention Network. Adtention reserves the right, in its sole discretion and without liability, to (i) refuse to provide the Services to any new or existing Publisher or Publisher Application(s) for any reason; and (ii) reject, omit, or exclude any Publisher or Publisher Application(s) for any reason at any time with or without notice to the Publisher. This Agreement is voidable by Adtention immediately if Publisher misrepresents itself in any way. Unless otherwise approved by Adtention in writing, Publisher may only have one (1) membership account with Adtention, however, such account may include multiple Publisher Applications within each respective account designation. This Agreement applies to each Publisher Application.

(b) Pre-Approval Required. All Publisher Applications must be pre-approved in writing by Adtention and shall be on a case-by-case basis. Adtention may deny a request for approval for any reason, including without limitation any websites that relate to or have any characteristic of the following: (i) excessive ads, app – quest/test, user generated content (blogs, forums, discussion boards, chat rooms, etc.) that is not regulated; (ii) foreign websites; (iii) controversial issues (e.g. religion, sexual orientation and/or edgy humor); (iv) wrestling; (v) anime; (vi) gaming; (vii) old content; and/or (viii) poor quality design and functionality.

2. SERVICES.

Subject to the terms and conditions of this Agreement, Adtention will make the Services available to Publisher. Publisher may utilize the Services to sell Ad Inventory on Publisher Applications to Buyers, provided that Publisher remains at all times in full compliance with the terms and conditions of this Agreement. Publisher hereby appoints Adtention as Publisher’s representative, and grants Adtention the power and authority to act on Publisher’s behalf, with respect to the sale and optimization of Ad Inventory on the Publisher Applications through the Services.

3. PUBLISHER OBLIGATIONS.

(a) Ad Inventory. Publisher shall make Ad Inventory available for sale by Adtention by placing Ad Tags on Publisher Applications approved by Adtention.

(b) Implementation of Ad Tags. Adtention will make Ad Tags available to Publisher. Publisher will not copy, modify, take, sell, re-use or divulge in any manner any Ads or Ad Tags without Adtention’s prior written consent and any approved modifications shall be owned solely by Adtention. Publisher acknowledges that any modification of the Ad Tags may result in a failure of Ads to be served on Publisher Applications and in other errors and discrepancies. Adtention is not responsible for any failure, error or other discrepancy resulting from any modification, change or alteration of an Ad Tag by Publisher.

(c) Publisher Applications. Publisher may not place any Ads or Ad Tags on Publisher Applications that contain, promote, reference or have links to: (i) profanity, sexually explicit materials, hate material, materials that promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Publisher or Adtention; (ii) software piracy (including but not limited to warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; (iii) websites under construction or that do not own the domain they are under; (iv) charity clicks/donations, paid to surf, personal sites, Publisher Applications not owned by or under the control of Publisher, ActiveX downloads, sites with no content or link sites, all affiliate links, or incentivized traffic; (v) material that promotes activities generally understood as Internet abuse, including by not limited to, the sending of unsolicited bulk email or the use of Spyware; (vi) material that violates applicable law, rules or regulations; (vii) material that promotes violence, the use of firearms, or unlawful subject matter or activities; (viii) material that is obscene, threatening, libelous, pornographic or defamatory; or (ix) material that violates the rights, including but not limited to the intellectual property rights of any third party (collectively, “Prohibited Content“).

(d) Ad Placement & Tracking. Publisher shall not: (i) place Ads in emails (unless approved by Adtention in writing) or SMS/text messages; (ii) place Ads on blank web pages or on web pages with no content; (iii) stack Ads (e.g. place on top of one another so that more than two (2) ads are next to each other); (iv) place Ads on non-approved websites, or in such a fashion that may be deceptive to a User; (v) incentivize offers or create an appearance to incentivize offers; (vi) place statements near the Ads requesting that Users “click” on the Ad (e.g., “Please click here,” “visit” the sponsor, “Please visit our sponsor”); (vii) place misleading statements near the Ad (e.g., “You will win $5,000″); (viii) redirect traffic to a website other than a Publisher Application; (ix) ask Users to take advantage of other ads or offers other than those listed by the particular Ad; (x) place Ads on personal web pages, non-English language pages (unless otherwise approved by Adtention in writing), or free hosted pages (e.g. Geocities, Xoom, Tripod, Talk City, etc.); (xi) serve Ads, or drive traffic to such Ads, using any downloadable applications (non-mobile Publisher Applications) without the prior written approval of Adtention, which, if provided, is subject in each case to the following condition: Ads delivered in such approved downloadable applications may only be shown once per User session when the application is active, enabled and clearly recognizable by the User as being active and enabled; serving Ads at any time when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay; (xii) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User; (xiii) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Services, Ad Tags, source codes, links, pixels, modules or other data provided by or obtained from Adtention that allows Adtention to serve the Ad and measure its performance and operate the Services; (xiv) deliver in-page Ad code via pop-ups/unders; or (xv) participate in browser history sniffing.

(e) Valid Impressions. Publisher will not, and will not authorize any third party to use any automated means, including without limitation, agents, robots, scripts, or spiders, to access or manage Publisher’s account or to monitor or copy the Adtention Services or software, except as otherwise pre-approved in writing by Adtention. If Publisher commits fraudulent activities, including false clicks, false impressions, or incentivized clicks, or uses any method to artificially, fraudulently or invalidly increase the number of clicks, impressions or other payable actions on Ads served via the Services, including without limitation the following methods: (i) offering incentives; (ii) running “robots” or “spiders” or any other non-human means; and (iii) automatic Ad refreshes (unless instigated by a User-initiated page refresh) (collectively, “Prohibited Activities“), Publisher’s account may be permanently removed and Publisher shall not be compensated for fraudulent traffic as determined by Adtention in its sole discretion.

(f) Technical Specifications. Publisher will use reasonable efforts to comply, and to cause any third party operating any of the Publisher Applications on behalf of Publisher, to comply with any technical specifications provided by Adtention to enable Adtention to serve Ad Inventory to Publisher Applications.

4. Ad Content and Placement.

(a) Compliance with Industry Standards. Publisher agrees to undertake and place Ads in compliance with this Agreement, the Interactive Advertising Bureau Guidelines, Standards and Best Practices and the Mobile Marketing Association standards (for mobile Publisher Applications), including all Ad placement restrictions or channels specifications, in accordance with the highest industry standards. Publisher shall position the Ads in such a manner to assure that they are fully and clearly visible to consumers and displayed in a similar manner as other advertisers included in a Publisher Application.

(b) Requirements for Conventional Websites. All in page and video Ads placed on conventional websites must be placed above the fold or within 1,000 pixels of the top of the web page. Pop-under or InVue windows cannot be launched from conventional websites that launch more than a total of two (2) pop windows. skyscrapers or wide skyscrapers and half page formats cannot be placed on the same web page. Publisher agrees to use the Services for displaying Ads and an Ad may not be placed more than once per web page view.

(c) Video Ads for Conventional Websites. In-stream Ads may be associated with video, audio, or flash entertainment. In-stream video Ads may not be implemented in a stand-alone manner or with generic placeholder files. Publisher shall inform Adtention whether the video placement is in-stream pre-roll, in-stream mid-roll, in-stream post-roll or in-stream auto-start and whether the placement includes a synchronized companion banner and the category of content to which the placement is adjacent. Further, under no circumstances shall Publishers of conventional websites be permitted to run video Ads that: (i) are below-the-fold and auto-start; (ii) by default (i.e., without User interaction) do not play the sound track of the Ad; (iii) auto-start and are presented or located in such a manner that would make it unlikely that the Ads would be viewed by actual Users, whether or not the sound is defaulted to off; (iv) are located in downloadable applications; (v) are located in pop-up windows; or (vi) are located in 1×1 pixel windows. Publishers are prohibited from serving more than one pre-roll Ad at the same time, running multiple Ads in a pod, and auto-start videos.

(d) Default Ads. Publisher acknowledges and agrees that Adtention may not be able to fill one hundred percent (100%) of inventory with paying Ads. For conventional websites, Adtention may provide free Publisher-defined default redirects expressly for this reason. Publisher-defined default Ads must adhere to the content guidelines set forth inSection 3. If Publisher chooses not to specify a default redirect, Adtention will display so-called ‘house’ and/or ‘AdCouncil’ Ads on a conventional website when paid advertising is unavailable or when technical difficulties require it. Under no circumstances does Adtention guarantee to provide any percent fill of paid Ads to a Publisher Application.

(e) Publisher Application Quality. Any Publisher that commits fraudulent activities, including false clicks, false impressions, or incentivized clicks, may have its account terminated immediately and will not be compensated for fraudulent traffic as determined by Adtention in its sole discretion. For conventional websites, all Ads must be served from or through the Services. Stored images that are loaded from a different location will not count towards any statistic or payment.

5. Adtention OBLIGATIONS.

(a) Services. Adtention will use reasonable efforts to: (i) sell the Ad Inventory; (ii) place Ads in Ad Inventory; (iii) serve placed Ads to the Publisher’s Applications; (iv) verify transmission of all such Ads via the Publisher’s Applications; and (v) invoice and collect from Buyers revenues derived from the sale of Ad Inventory by Adtention to such Buyers.

(b) Reporting. Adtention will use reasonable efforts to provide Publisher with monthly reports of sales of Ad Inventory via the Services.

(c) Support. Adtention will use reasonable efforts to provide Publisher with support for the Ads and to handle all customer service issues related to any of the Ads. Adtention shall respond to and resolve all inquiries, problems and issues as soon as commercially practicable and in a professional and workmanlike manner.

6. LICENSE.

Subject to compliance with this Agreement, Adtention hereby grants to Publisher, and Publisher hereby accepts, a non-exclusive, non-transferable, non-assignable license, during the term of this Agreement, to access and use the Services and Ad Tags solely in connection with Publisher’s own business and for the purposes contemplated by this Agreement (the “License“). Publisher may not grant sublicenses of any kind under the License without the prior written consent of Adtention. Publisher may use the Services only in connection with its own business and for the purposes contemplated by this Agreement, including permitting Adtention to sell Ad Inventory on Publisher Applications.

7. LICENSE LIMITATIONS.

Except as expressly set forth in the License, Publisher has no rights with respect to the Adtention Property (defined below). Without limiting the foregoing, except as expressly set forth in the License, Publisher may not, directly or indirectly: (a) remove or modify any disclaimers, proprietary notices or copyright notices displayed on the Services; (b) create any web-based platform that infringes or misappropriates any Adtention Property; (c) sell, lease, sublicense or otherwise use, transfer or provide access to the Services (or any part thereof or any rights therein), directly or indirectly, to any third party or for the benefit of any Publisher partner, subsidiary or affiliate; (d) reverse engineer, disassemble, decompile, modify, enhance, correct, upgrade, change in any way, or create any derivative work based on Adtention Property; or (e) use, publish or display the Adtention Property in any way that may impair the validity of Adtention’s right in such property or take any other action that is inconsistent with the limitations set forth in this Section 7 .

8. PAYMENT TERMS.

(a) Publisher Earnings. Adtention will pay Publisher the Publisher Earnings as provided in Section 8(b) below. Publisher shall not invoice Adtention. All Publisher invoices will be discarded. Adtention reserves the right to set Ad campaign rates, which may vary with market conditions. Publisher Earnings will be determined by Adtention in its sole discretion, based on a number of factors, including the number of valid clicks on Ads, the number of valid impressions of Ads, the amount paid by a Buyer of Ad Inventory, and other events performed in connection with the display of Ads on Publisher Applications, in each case as determined by Adtention in its sole discretion and as adjusted to reconcile Publisher’s account to account for reporting and statistical errors, ad serving discrepancies, amounts not previously collected from a Buyer, and chargebacks, refunds or other adjustments. Payment of Publisher Earnings shall be based solely on records maintained by Adtention. In consideration for the License and provision of the Services, Adtention will retain all remaining amounts of Revenue after payment of the Publisher Earnings. Publisher hereby acknowledges that Adtention has no obligation to share with Publisher how Publisher Earnings are calculated or what portion of Revenue Publisher Earnings represent.

(b) Payment Terms. Within sixty (60) days following the end of each calendar month, Adtention will pay Publisher the Publisher Earnings with respect to such month. Notwithstanding the foregoing, upon termination of this Agreement for any reason, Adtention will remit final payment of Publisher Earnings to Publisher approximately one hundred and twenty (120) days after the last date of the calendar month in which this Agreement terminates. As a condition to Adtention’s obligation to make payments hereunder to Publisher, Publisher must log into their account and provide its mailing address and/or payment instructions, its email address, and a completed and accurate W-9 or equivalent (for US-based Publishers) or a completed and accurate W-8 or equivalent (for non-US-based Publishers). Publisher is responsible for promptly notifying Adtention of any changes to such information. Notwithstanding the foregoing, Adtention reserves the right to not distribute Publisher Earnings if: (i) such amounts do not equal at least one hundred dollars ($100) (the “Minimum Payment Threshold“) (all unpaid earnings will rollover to the next pay period; any Publisher account that goes unpaid for six (6) months, based on the Minimum Payment Threshold, is subject, in Adtention’s sole discretion, to immediate payoff and termination of Services); (ii) Publisher Earnings are generated by any Prohibited Activity; (iii) Publisher fails to complete any tax or reporting forms reasonably requested by Adtention or to provide Adtention with accurate tax information; (iv) Publisher’s account is Inactive; or (v) Publisher is otherwise in material breach of this Agreement. In addition, Publisher hereby acknowledges and agrees that Publisher will not be paid if Adtention is not paid by a Buyer and that Buyers reserve the right to withhold payment or to refuse payment of any amounts generated by Prohibited Activities. Adtention shall be entitled to withhold any actual bank fees related to any stop payment it is required to issue or for each wire transfer fee incurred. All payments are based on actual Revenues, as defined, accounted and audited by Adtention. Adtention may take legal action and reserves the absolute right to withhold payment from accounts for Publishers that violate any of the terms and conditions set forth in this Agreement. Unless otherwise stated, all payments shall be made in U.S. dollars and all amounts referenced herein refer to U.S. dollars.

Publisher acknowledges and agrees that Adtention may, without further notice to Publisher, permanently deposit into Adtention’s own accounts all funds, payments and other amounts related to the Services that are held by Adtention and that are due to Publisher (if any), but which Adtention is unable to pay or deliver to Publisher because Publisher’s account is Inactive.

(c) Taxes. All amounts payable hereunder are exclusive of any sales, use, excise, import or export and value added taxes and any penalty or interest imposed by any governmental authority, however designated (“Taxes“). Publisher is solely responsible for payment of any Taxes applicable to Publisher Earnings or the provision or use of Services to or by Publisher.

(d) No Guarantee.

Adtention MAKES NO GUARANTEE REGARDING THE NUMBER OF IMPRESSIONS OF ADS OR CLICKS ON ANY AD, THE TIMING OF DELIVERY OF SUCH IMPRESSIONS AND/OR CLICKS, OR THE AMOUNT OF ANY PAYMENT TO BE MADE BY Adtention TO PUBLISHER UNDER THIS AGREEMENT. IN ADDITION, FOR THE AVOIDANCE OF DOUBT, Adtention DOES NOT GUARANTEE THAT THE SERVICES WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (i) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (ii) CAUSED BY ANY FAILURES OF PUBLISHER’S EQUIPMENT, SYSTEMS OR SERVERS, (iii) FOR SCHEDULED MAINTENANCE, OR (iv) FOR ANY EVENTS OF FORCE MAJEURE, AS DESCRIBED IN SECTION 17.

9. MODIFICATION.

Adtention may, from time-to-time during the Term, modify, change, enhance, correct or upgrade the Services (including addition of features and functionality thereto and removal of features and functionality therefrom).

10. REGISTRATION AND ACCESS METHODS.

(a) Registration. Publisher must register as a publisher on Adtention’s website (https://desk.Adtention.com/auth/register). Publisher must provide complete and accurate information, including email address, username and password, about Publisher and update such information should it change in the future.

(b) Access Methods. Publisher may access the Services through one or more passwords or other access methods specified by Adtention (“Access Methods“). Publisher is responsible for ensuring the security of the Access Methods in connection with Publisher’s use of the Services. Publisher is responsible for (i) ensuring its Access Methods are known to and used by only those users Publisher authorizes; (ii) all acts or omissions of any person using the Services through Publisher’s Access Methods; and (iii) immediately notifying Adtention at support@Adtention.com writing if your Access Methods have been lost, stolen or compromised.

11. PRIVACY AND COLLECTION OF INFORMATION.

Publisher’s use of the Services will result in the collection of Non-Personally Identifiable Information (e.g. browser type, operating system, IP address, web history, application data, geo-location data, beacon data, screen resolution, usage and streaming data, demographic information, search information, purchasing behavior, metadata, etc.) from Users of Publisher’s Applications by Adtention and third parties (including Buyers), through cookies, tags, pixels, web beacons, ad-serving platforms, and other technologies. Adtention and third parties use Non-Personally Identifiable Information to identify Ad Inventory and to tailor Ads to Users’ interests and online behavior. By using the Services, Publisher grants Adtention and such third parties the right to collect, use, retain, distribute, and publish Non-Personally Identifiable Information obtained in connection with the Services: (1) for the routing, transmission, reproduction, and display of the Ads, or as otherwise reasonably necessary to provide the Services; (2) as required by law or legal process; or (3) for any other purpose whatsoever provided that such information is anonymized.

Publisher hereby agrees to adopt and abide by a privacy policy that: (a) complies with all applicable laws, rules and regulations; (b) clearly and completely discloses to Users all of the User Information collected and the ways in which Publisher uses and shares such information, including the Non-Personally Identifiable Information shared with, collected by, or used by Adtention and/or third parties through the Services; and (c) discloses the use of one or more third parties for ad serving activities. A clear and conspicuous link to Publisher’s privacy policy must be displayed on all pages where information is collected from Users. Publisher agrees to: (i) comply with all applicable privacy and data collection laws, rules and regulations related to the collection, use, and disclosure of User Information; (ii) obtain Users’ prior consent with respect to the collection of any User Information, as required by all applicable laws, rules and regulations; and (iii) provide Users with an option to opt-out or to opt-in to any collection, use and disclosure of their User Information as required by all applicable law, rules and regulations.

Publisher agrees to not use the Services to collect Personally Identifiable Information and to not, and to not permit any third party to, associate any data collected by the Services to Personally Identifiable Information. Adtention does not collect or wish to receive any Personally Identifiable Information.

12. INTELLECTUAL PROPERTY RIGHTS.

(a) Adtention Property. Publisher hereby acknowledges and agrees that, as between Adtention and Publisher, Adtention is the owner of, and this Agreement transfers no proprietary right, title, or interest to Publisher, in or to the Services, Ads and Ad Tags and Adtention Confidential Information and all copyright and other intellectual property rights in each of the foregoing (collectively, the “Adtention Property“). Publisher hereby acknowledges that the Adtention Property constitutes valuable property of Adtention. Publisher shall promptly notify Adtention in writing of any known or suspected claim or action adverse to Adtention’s interests in the Adtention Property that Publisher may become aware of from time to time. In addition, Publisher may, in its sole discretion, provide feedback to Adtention regarding the Services and Adtention may use all such feedback, suggestions and ideas to improve or enhance the Services or for any other purpose without payment of any royalty or other fee to Publisher and without any duty to account to Publisher.

(b) Marks. Publisher hereby grants to Adtention a non-exclusive, non-transferable, non-assignable (except as set forth in Section 18) license to, during the term of this Agreement, use Publisher’s name, trademarks, service marks and logos (collectively, the “Marks“) solely in connection with Adtention’s performance of the Services hereunder, including without limitation marketing the availability of Ad Inventory on Publisher Applications. Adtention will use Publisher’s Marks in accordance with any written usage guidelines provided by Publisher to Adtention and all uses of the Marks by Adtention will inure to the sole benefit of Publisher. Adtention hereby acknowledges and agrees that Publisher is the owner of, and this Agreement transfers no proprietary right, title or interest to Adtention in or to the Marks or any copyright, trademark and other intellectual property rights of Publisher.

13. CONFIDENTIALITY AND INFORMATION RIGHTS.

(a) Confidentiality. ”Adtention Confidential Information” includes without limitation: (i) all Adtention software, technology, programming, technical specifications, materials, guidelines and documentation Publisher learns, develops or obtains that relate to the Services; (ii) click- through rates or other statistics relating to the Services provided to Publisher by Adtention; (iii) Ad campaign rates; (iv) Revenues; (v) methods for calculating Publisher Earnings; (vi) any information provided by Adtention to Publisher pursuant to Section 5(b); (vii) information related to Users; and (viii) any other business, financial, or technical information or other information that Publisher knows or reasonably should know is confidential to Adtention but does not include information (a) disclosed in public materials or otherwise generally known in the public or in the relevant trade or industry through no fault of Publisher; (b) lawfully obtained by Publisher from a third party without any obligation of confidentiality; (c) lawfully known to the Publisher prior to disclosure by Adtention; or (d) independently developed by Publisher. Publisher will (i) treat all Adtention Confidential Information with the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care; (ii) not disclose Adtention Confidential Information, except (A) to those of its employees and agents who need to know the Adtention Confidential Information and who have agreed previously, either as a condition of employment or in order to obtain the Adtention Confidential Information, to be bound by terms at least as restrictive as set forth in this Section; or (B) as required by law, as long as Publisher affords Adtention a reasonable opportunity to seek protective legal treatment of the Adtention Confidential Information; and (iii) destroy or return to Adtention all Adtention Confidential Information upon termination or expiration of this Agreement.

(b) Information Rights. Adtention may retain and use for its own purposes all information Publisher provides, including but not limited to Publisher Application demographics and contact and billing information. Publisher agrees that Adtention may transfer and disclose to third parties personally identifiable information about Publisher for the purpose of approving and enabling Publisher’s participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than Publisher’s own jurisdiction. Adtention disclaims all responsibility, and will not be liable to Publisher, however, for any disclosure of that information by any such third party. Adtention may share aggregate (i.e., not personally identifiable) information about Publisher with advertisers, publishers, business partners, sponsors, and other third parties. In addition, Publisher grants Adtention the right to access, index, and cache Publisher’s website, or any portion thereof, including by automated means including Web spiders or crawlers. Additionally, Publisher grants to Adtention a non-exclusive license to republish in any medium advertisements, web pages, banners, advergames, interstitials or other content for purposes of marketing Adtention products and Services.

14. REPRESENTATIONS AND WARRANTIES.

(a) Publisher Representations and Warranties. Publisher represents and warrants that Publisher will: (i) provide clear and conspicuous notice to Users of all material functionality of all Publisher Applications; (ii) provide the User with easy-to-use instructions to uninstall all Publisher Applications that are not conventional websites; (iii) clearly and conspicuously display on all Publisher Applications Publisher’s privacy terms, which comply with Section 11hereof; (iv) comply with all Federal, state and local laws and regulations (whether foreign or domestic) applicable to the Publisher Applications; and (v) it will not place any Ads or Ad Tags on Publisher Applications with Prohibited Content.

(b) Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the full legal power and authority to enter into this Agreement and to perform the same in accordance with its terms; (ii) the execution, delivery, and performance of this Agreement will not conflict with, result in a breach or violation of, or constitute a default under any existing agreement or other instrument to which such party may be bound; and (iii) this Agreement represents the binding obligation of such party and is enforceable against such party in accordance with its terms.

15. DISCLAIMER; INDEMNIFICATION; LIMITATION ON LIABILITIES.

(a) Disclaimer. THE Adtention PROPERTY PROVIDED HEREUNDER IS PROVIDED STRICTLY ON AN “AS IS” BASIS, AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR PROMISES HAVE BEEN MADE OR ARE GIVEN BY Adtention TO PUBLISHER OR ANY OTHER PERSON REGARDING THE ORIGINALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SUITABILITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE OF THE Adtention PROPERTY OR ANY PART THEREOF AND NO WARRANTY IS GIVEN THAT THE Adtention PROPERTY WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE OF DEFECTS OR ERRORS. All integration and use of, and problems caused by or resulting from use of, any third party software OR SERVICES in conjunction with the Adtention PROPERTY is the sole and exclusive responsibility of Publisher, and Adtention shall have no responsibility or liability with respect thereto.

(b) Indemnification by Publisher. Publisher is solely responsible for any legal liability arising out of or relating to its Applications, any material which Users can link to from an Application and/or any consumer and/or governmental or regulatory complaint arising out of or relating to any promotion or other activities conducted by Publisher. Publisher shall indemnify, defend and hold harmless Adtention, each Buyer and their respective affiliates, successors and assigns, and each of their respective shareholders, directors, employees, representatives, agents and officers (collectively, the “Adtention Parties“), from and against any and all allegations, claims, causes of action, lawsuits, investigations, damages, settlements, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, “Losses“), incurred by, imposed on or asserted against any Adtention Party arising out of or relating to (i) any Publisher Application, (ii) Publisher’s breach (or alleged breach) of any of its representations, warranties, covenants or obligations hereunder, (iii) any allegation that any Publisher Application violates or infringes the right of publicity, right of privacy, copyright, trademark, patent or other intellectual property or other rights of any third party, (iv) any allegation of fraud, false advertising, misrepresentation or violation of any Federal, state or local law, statute, ordinance, rule or regulation, anywhere in the world, by Publisher or in connection with any Publisher Application, (v) any contaminated file, virus, worm or Trojan horse originating from any Publisher Application, or (vi) any other act or omission of Publisher that constitutes gross negligence or willful misconduct.

Publisher shall assume the defense of any third party claim; action, suit or proceeding (“Claim“) that may result in Losses at Publisher’s own cost and expense with counsel of its own choice. Publisher shall not agree to any settlement that imposes restrictions on Adtention or requires any action by Adtention without Adtention’s prior written consent. Adtention shall have the right, but not the obligation, to participate at its own expense in the defense and settlement of such Claim. If Publisher fails to timely defend, contest or otherwise protect and defend Adtention against any such Claim, Adtention shall have the right to defend, contest or otherwise protect itself against such Claim and Publisher will reimburse Adtention on demand for Adtention’s Losses, including reasonable attorney’s fees, disbursements and any amounts paid as a result of such Claim.

Publisher acknowledges and agrees that Adtention has no special relationship with or fiduciary duty to Publisher. Publisher acknowledges that each Ad is provided by the applicable Buyer and that such Buyer is solely responsible for any Losses or Claims arising out of or relating to its Ads or the content thereof. Publisher specifically acknowledges and agrees that Adtention has no control over (and is merely a passive conduit with respect to) any Ads that may be submitted or published by any Buyer. Pursuant to Adtention’s Advertiser Terms and Conditions, Buyers make certain representations and warranties to, and provide certain indemnifications in favor of, Adtention regarding their Ads. Adtention shall use its commercially reasonable efforts to make Publisher a third party beneficiary of any applicable Buyer representations, warranties and indemnities with respect to Ads that run on Publisher Applications but Adtention shall have no responsibility or liability to Publisher with respect to any Claims or Losses that may arise out of or relate to such Ads or the content thereof. Adtention makes no representations concerning any content contained in or accessed through the Services, and Adtention will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

(c) Limitation on Liabilities. IN NO EVENT SHALL Adtention OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS EMPLOYEES, REPRESENTATIVES, AGENTS, AND OFFICERS BE LIABLE TO PUBLISHER FOR: (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS AND LOST OPPORTUNITIES), EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES IN EXCESS OF THE AMOUNT EQUAL TO THE TOTAL SUM PAID BY Adtention TO PUBLISHER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT BY PUBLISHER AGAINST Adtention MORE THAN ONE (1) YEAR AFTER THE DATE THE CLAIM AROSE.

16. Term and Termination.

(a) Term. This Agreement shall remain in effect for as long as Publisher uses the Services. Publisher may terminate this Agreement at any time for its convenience by giving Adtention thirty (30) days’ prior written notice. Adtention reserves the right to terminate this Agreement and its provision of the Services to Publisher by giving Publisher written notice at any time, for any reason or for no reason at all.

(b) Effects of Termination. Upon termination of this Agreement, all rights of Publisher hereunder will immediately cease and Publisher’s access to the Services will terminate. Publisher will promptly return to Adtention or destroy, at Adtention’s option, all materials comprising, containing, based on or derived from the Adtention Property. Sections 7, 11, 12, 13, 14, 15, 18, 19 and this Section 16(b) shall survive any termination or expiration of this Agreement.

17. FORCE MAJEURE.

Notwithstanding anything to the contrary herein, neither party shall be liable in contract or otherwise for any losses or damages resulting from causes outside of their reasonable control, including acts of God, fires, floods, storms, hurricanes, earthquakes, riots, natural disasters, explosions, strikes, lock-outs, wars, telecommunications or power outages, interruptions in Internet services to an area where Adtention servers are located or co-located, outages to any public Internet backbones, networks or servers, acts of war or terrorism, and intervention by any governmental authority.

18. NOTICE AND MISCELLANEOUS PROVISIONS.

All notices, consents or approvals hereunder will be in writing and will be deemed to have been given and received when (a) delivered personally (against receipt) or by courier; (b) received by certified or registered mail, return receipt requested, postage prepaid; or (c) sent by email or confirmed facsimile transmission; in Adtention’s case, at the address for Adtention set forth in the introductory paragraph of this Agreement and in Publisher’s case, at the email address provided by Publisher upon registration for the Services or at any address provided by Publisher pursuant to Section 8(b), or at such other address as the intended recipient may specify in a notice given pursuant to this Section 18. This Agreement does not create a partnership, joint venture or relationship of trust or agency between the parties. Please review Adtention’s Privacy Policyhttp://Adtention.com/privacy-policy. This Agreement, together with Adtention’s Terms of Use and Privacy Policy, expresses the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements, communications and understandings, if any, with respect to the subject matter hereof. In the event of a conflict, the terms of this Agreement control. No delay or failure on the part of either party in the exercise of any right granted under this Agreement or available at law or equity shall be construed as a waiver of such right. If any provision (or portion thereof) of this Agreement shall be invalid or unenforceable under any applicable law, such invalidity shall not affect the enforceability of any other provision hereof. In addition, in the event that any provision (or portion thereof) of this Agreement is determined by a court to be unenforceable as drafted, it is the parties’ intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under such applicable law. This Agreement shall be governed and construed in accordance with the substantive laws of the State of New Jersey, without regard to conflict of laws rules thereof. Each of the parties irrevocably submits to the exclusive jurisdiction of the state and federal courts of competent jurisdiction located in the State of New Jersey, and waives any objection to venue in any such court. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law. Publisher may not assign any or all of its rights or delegate any or all of its duties or obligations under this Agreement without the express written consent of Adtention. Adtention may assign this Agreement to any subsidiary, affiliate or related entity, or in a sale of all or substantially all of its equity or assets to which this Agreement relates, to a successor in interest in connection with a merger, consolidation, or similar transaction, or pursuant to any transaction in which ownership of more than fifty percent (50%) of its voting securities are transferred, in each case without Publisher’s consent. Any assignment or delegation in violation of this Section 18 will be void and of no force or effect. This Agreement will inure to the benefit of and will be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. All remedies in this Agreement are cumulative, in addition to and not in lieu of any other remedies available to a party at law or in equity, subject only to the express limitations on liabilities and remedies set forth herein. Except as expressly provided herein, no third party is intended, or will be deemed, to be a beneficiary of any provision of this Agreement.

19. DEFINED TERMS.

(a) “Ad” means any advertising, promotional and/or sponsorship material, including but not limited to audio and video files, text, graphic files, text links and rich media.

(b) “Ad Inventory” means any digital advertising units available on the Publisher Applications for the placement of Ads.

(c) “Ad Tags” means any HTML, JavaScript or other programming code that requests an Ad from an ad server.

(d) “Buyer” means a third party engaged in purchasing Ad Inventory or placing Ads on Publisher Applications through the Services, including an ad network, ad exchange, demand-side platform, agency trading desk or other media buyer.

(e) “Inactive” means that, based on Adtention’s records: (i) Publisher has not logged into Publisher’s Adtention account or accepted funds that Adtention has attempted to pay or deliver to Publisher for a period of two (2) years or more; and (ii) Adtention has been unable to contact Publisher at the address for notice provided by Publisher to Adtention or has not received adequate payment instructions from Publisher after notifying Publisher of such defect at Publisher’s address for notice.

(f) “Non-Personally Identifiable Information” means all anonymous information relating to the User, including, without limitation, browser type, operating system, IP address, web history, application data, geo-location data, search information, beacon data, screen resolution, usage and streaming data, demographic information, hobbies/interests, purchasing behavior, and metadata, whether individually or in the aggregate. Such information may be collected by Adtention or third parties (e.g. Buyers).

(g) “Revenue” means all cash actually collected by Adtention from the sale of Advertising Inventory.

(h) “Personally Identifiable Information” means any data or other information that can be used to identify, contact or locate a natural person, including, but not limited to, a natural person’s name, address, telephone number, e-mail address or social security number.

(i) “Publisher Application” means any Publisher applications, websites, mobile websites, mobile applications, and other media: (i) owned and operated by Publisher and (ii) pre-approved by Adtention.

(j) “Publisher Earnings” means a portion of Revenue paid by Adtention to Publisher.

(k) “Services” means the services that facilitate the purchase and sale of internet advertisement by bringing together internet advertisers and publishers. Services may include, Adtention Software Development Kit (“SDK”), online access to the Adtention dashboard and related Adtention software and services or content and promotion discovery.

(l) “User” means any person who accesses or uses a Publisher Application.

(m) “User Information” means all information submitted by or collected from any User as a result of that User’s access or use of any Publisher Application or action linked to an Ad, including Non-Personally Identifiable Information, Personally Identifiable Information, and all other information about User activity,

FOR ADVERTISERS (Adtention ADVERTISER TERMS AND CONDITIONS):

These Adtention Advertiser Terms and Conditions form a legally binding agreement (“Agreement“) between you (“Advertiser“) and Adtention LLC., a New Jersey LLC with a principal place of business at 1617 Berkeley Ave., Beachwood, NJ 08722 (“Adtention“). All capitalized terms used and not defined elsewhere in this Agreement or in Section 19 of the Publishers Agreement (Defined Terms) have the meanings set forth in the Standard Terms (defined below).

1. STANDARD TERMS.

This Agreement is subject to the American Association of Advertising Agencies and Internet Advertising Bureau Standard Terms and Conditions for Internet Advertising v. 3.0 (“Standard Terms“), as amended hereby. The Standard Terms are incorporated herein by reference. To the extent that there is any conflict between this Agreement and the Standard Terms, the terms of this Agreement will control. All capitalized terms used and not defined elsewhere in this Agreement have the meanings set forth in the Standard Terms.

2. CREATIVE FOR ADS.

“Ad” means any advertising, promotional and/or sponsorship material, including but not limited to audio and video files, text, graphic files, text links and rich media. Advertiser is solely responsible for the content of each Ad. Creative for each Ad must comply with Adtention’s Ad specifications set forth at http://Adtention.com/advertiser-ad-specifications.

3. AD CONTENT AND PLACEMENT.

(a) Advertiser understands that Adtention places Ads on properties that are owned, operated and controlled by third parties (“Publisher Applications“) and that Adtention cannot monitor the Publisher Applications for appropriate content and makes no representations or warranties with respect to user generated, video or other content appearing on or accessible through any Publisher Application. If Advertiser reasonably determines that the placement of any Ad by Adtention harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, then Adtention shall use commercially reasonable efforts to remove such Ad promptly following receipt of Advertiser’s written notice thereof to Adtention; provided, however, that if Adtention reasonably believes that removal of an Ad will have a material impact on Adtention’s ability to perform in accordance with the applicable IO, Adtention may condition such compliance on Advertiser providing an extension of the flight dates or other accommodation.

(b) Adtention expressly reserves the right, upon notice to Advertiser, to: (i) refuse any IO, (ii) cancel any campaign that does not conform to in all material respects to the IO, (iii) refuse or cancel any campaign that it deems, in its reasonable discretion, inappropriate or that fails to comply with Adtention’s policies, any applicable self-regulatory policies or guidelines, or applicable law or regulation; (iv) refuse at any time to publish or transmit any copy, photograph or illustration of any kind for any reason; (v) refuse or cancel any campaign which redirects traffic to a website other than the site specifically identified in the IO; or (vi) refuse or cancel any campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the IO. All campaigns are subject to capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, creative performance, and market pricing limitations. Any campaign rejected by Adtention may be replaced by Advertiser; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the campaign that it is to replace. Adtention shall have no liability to Advertiser for failure to place any campaign on its or any third-party publisher’s network.

(c) This Agreement is voidable by Adtention immediately if Advertiser misrepresents itself or its Ads in any way. Unless otherwise approved by Adtention in writing, Advertiser may only have one (1) membership account with Adtention.

4. License.

Advertiser hereby grants to Adtention a license, during the term of this Agreement, to place Ads on Publisher Applications in accordance with this Agreement and the applicable IO.

5. NO GUARANTEE

EXCEPT AS SET FORTH IN AN IO, Adtention MAKES NO GUARANTEE REGARDING THE NUMBER OF IMPRESSIONS OF ADS OR CLICKS ON ANY AD, OR THE TIMING OF DELIVERY OF SUCH IMPRESSIONS AND/OR CLICKS. IN ADDITION, FOR THE AVOIDANCE OF DOUBT, Adtention DOES NOT GUARANTEE THAT ITS WEBSITE OR SERVICES, OR ANY PUBLISHER APPLICATION, WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (i) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (ii) CAUSED BY ANY FAILURES OF ANY PUBLISHER APPLICATION’S EQUIPMENT, SYSTEMS OR SERVERS, (iii) FOR SCHEDULED MAINTENANCE, OR (iv) FOR ANY EVENTS OF FORCE MAJEURE, AS DESCRIBED IN THE STANDARD TERMS.

6. DISCLAIMER AND INDEMNIFICATION

(a) Advertiser acknowledges and agrees that Adtention has no special relationship with or fiduciary duty to Advertiser. Advertiser acknowledges that each Publisher Application is owned and controlled by a third party publisher and that such publisher is solely responsible for any losses or claims arising out of or relating to such Publisher Application or the content thereof. Advertiser specifically acknowledges and agrees that Adtention has no control over (and is merely a passive conduit with respect to) any Publisher Applications and the ad inventory available thereon. Pursuant to Adtention’s Publisher Terms and Conditions, publishers make certain representations and warranties to, and provide certain indemnifications in favor of, Adtention regarding their Publisher Applications. Adtention shall use its commercially reasonable efforts to make Advertiser a third party beneficiary of any applicable publisher representations, warranties and indemnities with respect to the Ads that run on such Publisher Applications but Adtention shall have no responsibility or liability to Advertiser with respect to any claims or losses that may arise out of or relate to such Publisher Applications or the content thereof. Adtention makes no representations concerning any content contained in or accessed through any Publisher Application, and Adtention will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through any Publisher Application.

(b) Section X(a) of the Standard Terms (Standard Terms) shall not apply under this Agreement. Advertiser is solely responsible for any legal liability arising out of or relating to its Applications, any material which Users can link to from an Application and/or any consumer and/or governmental or regulatory complaint arising out of or relating to any promotion or other activities conducted by Advertiser. Pursuant to Section X(b) of the Standard Terms, Advertiser shall indemnify, defend and hold harmless each publisher and its respective Affiliates and Representatives to the same extent as Advertiser indemnifies Adtention. Advertiser shall indemnify, defend and hold harmless Adtention, each Seller and their respective affiliates, successors and assigns, and each of their respective shareholders, directors, employees, representatives, agents and officers (collectively, the “Adtention Parties“), from and against any and all allegations, claims, causes of action, lawsuits, investigations, damages, settlements, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, “Losses“), incurred by, imposed on or asserted against any Adtention Party arising out of or relating to (i) any Ad, (ii) Advertiser’s breach (or alleged breach) of any of its representations, warranties, covenants or obligations hereunder, (iii) any allegation that any Ad violates or infringes the right of publicity, right of privacy, copyright, trademark, patent or other intellectual property or other rights of any third party, (iv) any allegation of fraud, false advertising, misrepresentation or violation of any Federal, state or local law, statute, ordinance, rule or regulation, anywhere in the world, by Advertiser or in connection with any Ad, (v) any contaminated file, virus, worm or Trojan horse originating from any Ad, or (vi) any other act or omission of Publisher that constitutes gross negligence or willful misconduct.

(c) Advertiser shall assume the defense of any third party claim; action, suit or proceeding (“Claim“) that may result in Losses at Advertiser’s own cost and expense with counsel of its own choice. Advertiser shall not agree to any settlement that imposes restrictions on Adtention or requires any action by Adtention without Adtention’s prior written consent. Adtention shall have the right, but not the obligation, to participate at its own expense in the defense and settlement of such Claim. If Advertiser fails to timely defend, contest or otherwise protect and defend Adtention against any such Claim, Adtention shall have the right to defend, contest or otherwise protect itself against such Claim and Advertiser will reimburse Adtention on demand for Adtention’s Losses, including reasonable attorney’s fees, disbursements and any amounts paid as a result of such Claim.

7. LIMITATION OF LIABILITY

In addition to the limitations of liability set forth in the Standard Terms, IN NO EVENT SHALL Adtention OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS EMPLOYEES, REPRESENTATIVES, AGENTS, AND OFFICERS BE LIABLE TO ADVERTISER FOR DAMAGES IN EXCESS OF THE AMOUNT EQUAL TO THE TOTAL SUM PAID BY ADVERTISER TO Adtention DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT BY ADVERTISER AGAINST Adtention MORE THAN ONE (1) YEAR AFTER THE DATE THE CLAIM AROSE.

8. MISCELLANEOUS

This Agreement does not create a partnership, joint venture or relationship of trust or agency between the parties. Please review Adtention’s Privacy Policy http://Adtention.com/privacy-policy. This Agreement, together with the Terms of Use, the Standard Terms (as amended hereby), and Privacy Policy, expresses the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements, communications and understandings, if any, with respect to the subject matter hereof. In the event of a conflict, the terms of this Agreement control. No delay or failure on the part of either party in the exercise of any right granted under this Agreement or available at law or equity shall be construed as a waiver of such right. If any provision (or portion thereof) of this Agreement shall be invalid or unenforceable under any applicable law, such invalidity shall not affect the enforceability of any other provision hereof. In addition, in the event that any provision (or portion thereof) of this Agreement is determined by a court to be unenforceable as drafted, it is the parties’ intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under such applicable law. For purposes of Section XIV(d) of the Standard Terms, this Agreement shall be governed and construed in accordance with the substantive laws of the State of New Jersey, without regard to conflict of laws rules thereof. Each of the parties irrevocably submits to the exclusive jurisdiction of the state and federal courts of competent jurisdiction located in the State of New Jersey, and waives any objection to venue in any such court. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law. Adtention may assign this Agreement to any subsidiary, affiliate or related entity, or in a sale of all or substantially all of its equity or assets to which this Agreement relates, to a successor in interest in connection with a merger, consolidation, or similar transaction, or pursuant to any transaction in which ownership of more than fifty percent (50%) of its voting securities are transferred, in each case without Advertiser’s consent. All remedies in this Agreement are cumulative, in addition to and not in lieu of any other remedies available to a party at law or in equity, subject only to the express limitations on liabilities and remedies set forth herein. Except as expressly provided herein, no third party is intended, or will be deemed, to be a beneficiary of any provision of this Agreement.