­KILLERSPOTS AGENCY USER TERMS OF SERVICE

THE FOLLOWING USER TERMS OF SERVICE ARE IMPORTANT AND AFFECT THE CUSTOMER’S LEGAL RIGHTS UNDER THIS AGREEMENT. PLEASE READ THEM CAREFULLY.

This Agreement is entered into by and between Killerspots.com and its affiliated entities (hereinafter collectively referred to as “Killerspots.com”) and the party procuring services or acting on the instructions or with the permission of the purchaser (hereinafter referred to as the “Customer”). This Agreement governs the Customer’s access to and use of all services provided by Killerspots.com, Inc., inclusive of the Killerspots.com, Inc. website.

This Agreement becomes effective upon the completion of the purchase of any subscription by the Customer. By procuring a subscription, the Customer represents that it possesses the requisite authority to enter into this Agreement, and that this Agreement constitutes a valid and legally binding obligation.

In the event of any discrepancy or conflict between this Agreement and other communications with Killerspots.com and its employees, this Agreement shall prevail.

1. Services and Promotions

Killerspots.com offers a variety of subscription services including, but not limited to, Website design, Social Media monthly management, Search Engine Optimization, Email campaigns, Graphic Design retainers, Produced radio and television commercials, jingle production, web video productions, and Promotional services, including Facebook and other Social Media enabled applications, website plugins, surveys, polls, and other market data gathering activities (collectively, “Services”).

2. Definitions

“Server” refers to the computer server equipment in connection with the provision of Services. “Web Site” refers to the area on the Server allocated by Killerspots.com, Inc. to the Customer for use as a site on the Internet. “User Submissions” refers to all information or content provided by the Customer to Killerspots.com, Inc.

3. Payment

Payment for services provided by Killerspots.com must be made via credit card, check, or ACH unless otherwise agreed in writing. A 3.9% processing fee will apply to all credit card payments over $1,500. Customers may opt to avoid transaction fees by paying via check or ACH, which must be arranged by contacting [email protected]. For month-to-month subscriptions, Killerspots.com will automatically charge the Customer’s selected payment method the subscription fee stated at the time of purchase, plus applicable taxes and credit card fees, on a monthly basis. For annual subscriptions, charges will occur monthly for the one-year term, including the subscription fee and applicable taxes. Media ad spend, third-party applications, printing, and licensing costs are billed separately, and a mandatory 15% agency fee applies to all media ad spend, which must be paid via check or ACH. Credit card payments for media spend and agency fees will incur a 3.9% processing fee. Subscriptions commence upon successful electronic registration and payment confirmation. A $55 fee will be charged for any returned checks, and Killerspots.com reserves the right to charge a late fee of 1.5% per month on overdue amounts or the maximum rate permitted by law, whichever is less. Services may be suspended if payments are overdue until all balances are settled. Customers are responsible for any applicable taxes, charges, surcharges, or fees associated with the services.

4. Cancellation

Subscription Cancellation by Customer: The Customer may terminate their subscription by providing a 30-day written notice. This notification can be made via Telephone: (513) 270-2500. Email: By contacting either the designated Account Representative or Billing Support at [email protected].  The cancellation will take effect at the end of the Customer’s current billing cycle, subsequent to the receipt of the appropriate 30-day notice.

Financial Obligations upon Cancellation: The Customer is liable for all applicable fees and payments owed to Killerspots.com, Inc. until the termination of the final billing cycle post the 30-day notice period.   If a Customer opts to terminate an annual subscription post the initial 48-hour grace period, they will incur a cancellation charge equivalent to 50% of the remaining subscription dues. For instance, cancelling six months prior to the end of an annual subscription would result in a charge covering three months.

Subscription Services and Data Termination: Upon the effective termination date of the services, all content including but not limited to; website design and management, social media applications and management, files, images, custom graphics, voiceovers, footage and databases linked to the Customer’s account will be erased, in compliance with existing licensing and copywrite agreements.

Refunds and Transfers: Unused portions of pre-paid annual subscriptions will not be refunded. Domains, SSL certificates, IP addresses, hosting, and any supplementary services purchased are non-refundable. Upon settling all outstanding balances, the Customer may transfer their website domain to a Registrar of their choice. Domains purchased by Killerspots.com, Inc. will only be transferable upon full payment of the account balances.

Non-Refundable Sales: All sales regarding television, video, radio, jingle, or audio production services are final. In instances of project cancellation, Killerspots.com, Inc. will issue a credit for the amount paid, which must be utilized within one calendar year from the date of cancellation.

5. Default

In the event of a breach by the Customer of any provision of this Agreement, including its payment obligations, the Customer shall be in default and all unpaid amounts shall become immediately due and payable, and Killerspots.com shall be entitled to suspend the Services and/or terminate this Agreement immediately without notice to the Customer. Additionally, Killerspots.com is entitled to consider the Customer in default if the Customer becomes insolvent or goes into insolvent liquidation, suffers the appointment of an administrator or receiver or enters into a voluntary forbearance arrangement with its creditors.

6. Suspension of Services

Killerspots.com, Inc. may suspend all or part of the Services or the Customer’s access to the Services or may (i) delete, disable or deactivate the Customer’s account, block the Customer’s email or IP address, or otherwise terminate the Customer’s access to or use of the Services, (ii) remove and discard any Content within any account or anywhere on the Site or (iii) shut down an account, with or without notice, and with no liability of any kind to the Customer if: (a) if the Customer is delinquent on payment obligations for three (3) days or more; (b) upon receipt of a subpoena or law enforcement request; or (c) if Killerspots.com has reason to believe that the Customer’s use of the Services jeopardizes Killerspots.com, Inc’s ability to provide services to others, creates a security risk, or exposes Killerspots.com to liability. Killerspots.com does not issue credits or refunds for the time during which Services are suspended due to Customer conduct.

7. Privacy Policy

Killerspots.com, Inc. takes its privacy obligations very seriously, and complies with various state, federal and international privacy policies. To the extent Killerspots.com collects personally identifiable information, it does so solely for the provision of Services to its Customers and potential Customers. Killerspots.com limits access to all personally identifiable information gathered within its organization and data is never shared outside of the company. Killerspots.com may contact the Customer in connection with the Customer’s subscription and use the Customer’s personally identifiable information when the Customer accesses future subscriptions or utilizes the Killerspots.com applications. The Customer may also grant Killerspots.com permission within Facebook applications running on the Killerspots.com platform that allows Killerspots.com to share the Customer’s activity within applications on the Facebook platform and post on the Customer’s behalf. These permissions may or may not be required for the Customer to participate in certain Promotions and the Customer may revoke these permissions at any time in its Facebook privacy settings. The Customer may request that its collected personally identifiable information be deleted from Killerspots.com’s systems at any time by sending its request to [email protected]. To learn more about Killerspots.com’s privacy policy, please visit https://killerspots.corn/privacy-policy/.

8. Digital and Services Access

Killerspots.com, Inc. provides the Customer with permission to access and utilize its websites and services under the following conditions outlined in these Terms of Service. The Customer is authorized to use the services exclusively for personal or internal business purposes and not for resale or redistribution. The Customer agrees not to copy, reproduce, or distribute any part of the website or services without the express written consent of Killerspots.com, Inc. Further, the Customer may only alter or modify the website or services as necessary to use them for their intended purpose and must not make any unauthorized changes. Compliance with all the terms and conditions set forth in this agreement is mandatory. Additionally, if Killerspots.com, Inc. designs a website for the Customer, it is required that “Website developed and managed by Killerspots Agency” or the Killerspots Agency logo be displayed in the website’s footer. This serves as proof of licensing for third-party resources used on the website, including stock images, graphics, professional plugins, and video footage, ensuring compliance with our agreements.

9. Radio/ Audio and Jingle Production

Radio and Jingle Production Process and Payment Terms: Killerspots.com, Inc. is dedicated to producing high-quality radio commercials and jingles through a collaborative creative process. Effective communication between the customer and Killerspots.com, Inc. via phone, Zoom, or email is essential to accurately capture the intended “call to action” or promotional message within the advertising content. Typically, the production timeline for radio commercials and jingles spans approximately 7 business days from the initial creative discussion. However, this timeframe may extend due to factors such as production schedules, availability of singers and voiceover talent, Acts of God, and the necessity for customer creative approvals.

For radio commercial production and any associated scriptwriting, full payment is required at the time of agreement signing. Jingle production initiates with a non-refundable 50% deposit. The remaining payment is not due until the client has approved the jingle in writing. Upon approval, the outstanding balance will be charged to the customer’s initial payment method on file, unless an alternative arrangement is requested in writing. The final, approved master jingle mix will be delivered to the client via a zip file through a Hightail email link within 5 business days following approval. Delivery of any files to the client is contingent upon the receipt of final payment. After the final jingle payment is processed, no additional residuals are owed. The customer will retain copyright ownership of the music and jingle in perpetuity, ensuring full creative and legal control over the produced content.

10. Customer Account

In order to access some features of the Services, the Customer may have to create an account with Killerspots.com. The Customer shall never use another party’s Killerspots.com account without the permission of Killerspots.com. The Customer shall provide accurate and complete information when creating an account. The Customer shall not use any of the Services to impersonate any person or entity, or falsely state or otherwise misrepresent itself or its affiliation. The Customer is solely responsible for the activity that occurs on its account, and the Customer must keep its account password secure. The Customer must notify Killerspots.com immediately of any breach of security or unauthorized use of its account. Although Killerspots.com will not be liable for the Customer’s losses caused by any unauthorized use of its account, the Customer may be liable to others as well as Killerspots.com if its account is used in violation of these Terms of Service.

11. Prohibitions

The Customer agrees not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that access the Customer’s Web Site. Notwithstanding the foregoing, Killerspots.com grants the operators of public search engines permission to use spiders to copy materials from Killerspots.com’s website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Killerspots.com reserves the right to revoke these exceptions either generally or in specific cases. Further, the Customer agrees not to collect or harvest any personally identifiable information, including account names, from the Web Site, nor to use the communication systems provided by the Web Site for any commercial solicitation purposes. The Customer agrees not to upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any form of solicitation. The Customer agrees not to solicit, for commercial purposes, any users of the Website or the services with respect to their User Submissions. The Customer agrees not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use of copying of any Content or enforce limitations on use of the Website, the Services or the Content therein.

11. Intellectual Property Rights

The content on the Website and the Services, except all User Submissions, including without limitation, the text, software, scripts, graphics, pictures, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are either owned by or licensed to Killerspots.com, Inc., and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Such Content and Marks shall not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited by the Client or any other party for any purposes whatsoever without the prior written consent of Killerspots.com, Inc. All video b-roll / content / raw footage shot by KillerSpots.com, Inc. team or its vendors to create agreed paid content for the client is the exclusive property of Killerspots.com Inc. unless otherwise agreed upon in writing. All content, including raw footage may be licensed to the client at Killerspots.com, Inc’s discretion. All projects and services will remain property of Killerspots.com, Inc. until balances are paid in full. Killerspots.com, Inc. reserves all rights not expressly granted to the Website, Content and Services and Marks provided.

Killerspots.com, Inc. may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Customers it believes to be willfully infringing the intellectual property rights of Killerspots.com, Inc. or third parties.

12. User Submissions and Third-Party Intellectual Property Rights

The Customer represents and warrants to Killerspots.com, Inc. that all User Submission is solely owned by the Customer and does not and will not violate any law or infringe upon the rights of any third party, including, without limitation, any intellectual property rights, publicity rights, or rights of privacy. The Customer is in the best position to know if the content the Customer posts is legally allowed and should review web resources devoted to providing information about copyright and fair use. The Customer agrees to indemnify and hold Killerspots.com harmless for any claim, liability, damages, costs, and expenses (including reasonable attorney fees) arising from of or related to the User Submissions.

By signing the proposal Agreement, the Customer acknowledges and agrees to all the terms and conditions as stipulated above, including the obligation to remunerate Killerspots Agency for all services rendered. The Customer comprehends and accepts that in the event of any outstanding invoices or unsettled payments for services provided, Killerspots Agency reserves the right to pursue legal remedies to obtain said payment. Furthermore, the Customer acknowledges that failure to remit full payment shall result in legal action, for which the Customer shall be held accountable for all associated costs incurred, including but not limited to reasonable legal fees, attorney fees, and court costs. By affixing their signature to the proposal agreement, the undersigned party hereby acknowledges and agrees to the terms and conditions of this proposal, its payment terms, and the User Terms of Service, and expressly consents to be bound by the terms and conditions of the User Terms of Service.

The Customer understands that they can proceed on a month-to-month basis and cancel anytime with at least 30-day written notice. Monthly subscription of the agreed marked options on the signed proposal will be billed on the 1st of each calendar month with a credit card on file or ACH. The Customer understands that if they choose the 12-month agreement below, they are entitled to the “Add Value” listed on the signed proposal. If a customer cancels before the 12-month term, they understand that they will have to reimburse Killerspots Agency for any “Added Value” they have received at the current rate card. The monthly subscription does not include the annual domain(s) renewal. Domains will be billed separately. All client media/ digital ad spend will be billed separately. To benefit from the ‘Added Value’ services included in the Killerspots Agency Packages, clients must enter into a continuous agreement spanning 12 months. Should a client opt to terminate this agreement prior to the conclusion of the 12-month period for any given reason, compensation for the ‘Added Value’ services rendered and utilized by the client must be remunerated. The fee for such services shall be in accordance with the rate card tariffs specified below. All services utilized on a monthly basis, as listed on the signed proposal, will be evaluated for the duration they were given during the agreement period.

13. Domain Name Registration

Killerspots.com, Inc. does not guarantee the availability or registration of any domain name requested by the Customer. The Customer should not assume the registration of its requested domain name(s) until they have been notified of registration by the relevant naming authority (e.g., ICANN). Any actions taken by the Customer before such notification are at the Customer’s own risk. The registration and use of the Customer’s domain name are subject to the terms and conditions of use applied by the relevant naming authority. The Customer is responsible for ensuring they are aware of, and comply with, those terms and conditions. Killerspots.com will not be held liable for the use of any domain name by the Customer. Any disputes between the Customer and any other person must be resolved between the parties concerned. Killerspots.com reserves the right to withhold, suspend or cancel the domain name in the event of such disputes. Killerspots.com, Inc. will not release any domain name to another provider unless the Customer has paid all amounts due to Killerspots.com, Inc, including costs related to registering the domain name.

14. Customer Acknowledgments Regarding Web Site Hosting and Email

The Customer acknowledges and accepts the following limitations to the Services provided by Killerspots.com.

14.1. Accuracy of Information: Killerspots.com does not guarantee the accuracy or quality of information received by any person via the Server.

14.2. Lost or Damaged Data or Emails: Killerspots.com, Inc. is not liable for any loss or damage to any data stored on the Server. Killerspots.com, Inc. will make reasonable efforts to ensure the integrity and security of the Server but does not guarantee that the Server will be free from unauthorized users or hackers. The Customer is responsible for maintaining adequate insurance coverage in respect of any loss or damage to data stored on the Server. 

14.3. Service Availability: Killerspots.com will make reasonable efforts to always make the Server and the Services available to the Customer, but it shall not be liable for interruptions of Service or downtime of the Server.

14.4. Account Security: The Customer is responsible for keeping secure any identification, password, and other confidential information relating to its account and shall notify Killerspots.com immediately of any known or suspected unauthorized use of its account or breach of security.

14.5. Customer Responsibilities: The Customer is responsible for observing the procedures which Killerspots.com may prescribe from time to time and shall make no use of the Server which is detrimental to other Killerspots.com customers. The Customer is responsible for monitoring its own disk/bandwidth usage and will be charged for excess usage should the Customer surpass its allotted disk/bandwidth usage.

14.6. Email Rules and Restrictions: The Customer is responsible for ensuring that all emails are sent in accordance with applicable laws and regulations and in a secure manner. Sending unsolicited mail messages, including commercial advertising and informational announcements, is expressly prohibited. The Customer will be held liable for all costs incurred by Killerspots.com as a result of its violation of these rules and restrictions.

15. Unlawful and Inappropriate Uses Prohibited

The Customer agrees to use the Web Site allocated to them only for lawful and appropriate purposes, and will comply with all applicable rules, laws, and regulations. The Customer is solely responsible for the use of the Services by any person who gains access to the Customer’s data.

15.1. Unlawful Conduct: The Customer will not use the Server in any manner which infringes any law or regulation, or which infringes the rights of any third party.

15.2. Inappropriate Conduct: The Customer will not post, link to or transmit any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable as determined by Killerspots.com in any way.

15.3. Torturous Conduct: The Customer shall not post defamatory, scandalous, or private information about a person, intentionally inflict emotional distress, or violate trademarks, copyrights, or other intellectual property rights.

15.4. Consequences of Violation: Killerspots.com may, at its sole discretion, restrict, suspend, or terminate the Customer’s account and/or pursue other civil remedies. Killerspots.com reserves the right to remove from its website without notice any material which it deems, in its sole discretion, inappropriate.

16. Support Services

Killerspots.com’s support services currently consist of solving Server-related problems only. If the Customer requires support for scripting, there are several online tutorials available. Alternatively, the Customer may purchase Killerspots.com’s technicians’ services at the rate of $265 per hour, with a half-hour minimum billed. Killerspots.com reserves the right to waive this fee at any time. Support Services can only be provided in English.

17. Disclaimer of Warranty

THE SITE, THE CONTENT, AND THE SERVICES ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES FROM KILLERSPOTS.COM, INC. OF ANY KIND, EITHER EXPRESS OR IMPLIED. KILLERSPOTS.COM, INC., EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. KILLERSPOTS.COM DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SITE, THE CONTENT, OR ANY PORTION THEREOF.

18. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL KILLERSPOTS.COM, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS, AND AGENTS BE LIABLE FOR ANY ACTUAL OR POTENTIAL DAMAGE THAT MAY BE CAUSED TO THE CUSTOMER, INCLUDING WITHOUT LIMITATION, ANY LOSS OF MONEY, GOODWILL, REPUTATION, SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF KILLERSPOTS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Indemnification

To the fullest extent permitted under law, the Customer will defend, indemnify, and hold Killerspots.com harmless from and against any claims, damages, losses, liabilities, costs, and expenses including reasonable attorney fees arising out of or relating to any misrepresentation or breach of this Agreement or violation of any applicable law, regulation, or order.

20. Force Majeure

Except for payment obligations, neither party will be liable to the other for any failure to perform under this Agreement during any period in which performance is delayed by circumstances beyond its reasonable control, such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, riot, embargo, labor disputes, acts of civil or military authority, war, pandemics, terrorism (including cyber terrorism), hacks, acts of God, acts or omissions of internet traffic carriers or action or omissions of regulatory or governmental authorities (“Force Majeure”).

21. Headings

Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

22. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties, superseding all prior and contemporaneous agreements and understandings, whether written, oral, or implied with respect to the subject matter hereof. This Agreement may not be added to, modified, or superseded except in a writing signed by an authorized representative of the party to be charged.

23. Future Changes to this Agreement

Killerspots.com, Inc. reserves the right to change the terms of this Agreement at any time. Killerspots.com will make best efforts to notify Customers in advance via email regarding changes to the terms and conditions of this Agreement. Such changes will become binding on the Customer on the date they are posted to Killerspots.com’s website and no further notice by us is required upon the Customer’s continued use of the Service.

24. Severability

The provisions of this agreement are separate and divisible. If any court of competent jurisdiction determines any provision of this Agreement to be void and/or unenforceable, the remaining provision or provisions will be construed as if the void and/or unenforceable provision or provisions were not included in the Agreement.

25. Notices

All notices required by this Agreement or relating to the Services herein shall be deemed given if sent by electronic means to the primary email address for the Customer on file with Killerspots.com, or if mailed postage pre-paid, registered, or certified mail, return receipt requested, or by nationally recognized overnight courier.

26. Successors and Assigns

This Agreement will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. The Customer may not assign this Agreement or any rights or obligations under this Agreement to a third party without Killerspots.com’s prior written consent. Killerspots.com may assign, sell, or transfer this Agreement, in whole or in part, at any time or from time to time.

27. Governing Law; JURY WAIVER

This agreement will be governed by and construed in accordance with the laws of the State of Ohio, without reference to its conflicts of laws principles. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS CONSTITUTES A WAIVER OF A TRIAL BY A COURT OR JURY.

28. No Waiver

The failure of either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit either party’s right to enforce such provision at a later time. All waivers must be in writing to be effective.

KILLERSPOTS AGENCY MASTER SERVICE AGREEMENT FOR DIGITAL ADVERTISING

KILLERSPOTS.COM, INC. MASTER SERVICE AGREEMENT

© March 2022

This Killerspots.com, Inc. Master Services Agreement (“MSA”) is made between Killerspots.com, Inc. (herein, “KILLERSPOTS”, “KILLERSPOTS Agency”, “KILLERSPOTS.com”, or the “Company”), and the Client (as hereafter defined) identified on the IO (as hereafter defined), together referred to as the “Parties” and each individually as a “Party.”

The IO is supplemented by the terms of this MSA, including all addenda, and the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, found at http://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the ‘IAB Terms’) incorporated herein by reference.

**DEFINITIONS:**

“Agency”, “Advertiser” and all other terms not expressly defined herein shall have the meanings set forth in the IAB Terms.

“Agreement” means an IO as it is modified and supplemented by any attachments and/or appendix(ices) and/or any service schedule(s), the provisions of this MSA and all addenda attached hereto (as this MSA and its addenda may be hereafter amended by Company from time to time in the Company’s sole discretion), and the IAB Terms.

“Client” means the Advertiser, or the Agency representing the Advertiser, as set forth in the IO.

“Deliverable” means a tangible or intangible object produced as a result of the project that is intended to be delivered to a Client (either internal or external). A deliverable could be a report, service, inventory delivered by Company (e.g. clicks, impressions), a document, a server upgrade, or any other building block of an overall project.

“Insertion Order” and/or “IO” means the order form (including, but not limited to any document self-styled as an “Insertion Order”, “IO”, “Statement of Work”, “SOW”, “Order Form”, and/or “OF”) provided by Killerspots.com, Inc. that sets forth the pricing and Deliverables of Killerspots.com, Inc. selected by Client. An Insertion Order and/or IO is not binding until it is duly executed by both Killerspots.com, Inc. and the Client, at which point it becomes incorporated into and part of the Agreement.

“Laws” shall mean all applicable federal, state, and local laws, ordinances, regulations, codes, and industry best practices, including without limitation, the Self-Regulatory Principles as directed by the Digital Advertising Alliance (“DAA”) and the Network Advertising Initiative (“NAI”).

“Start Date” means the start date of the applicable Insertion Order as defined in that Insertion Order.

**BY SIGNING THE INSERTION ORDER, EACH PARTY AGREES AS FOLLOWS**

That the Agreement sets forth the entire agreement between Killerspots.com, Inc., and Client, and that the Agreement supersedes any previous agreements or understandings between the parties with respect to its subject matter. In the event of any conflict between the terms set forth in the Insertion Order and the MSA, the terms set forth in the Insertion Order shall control.

If any person signs this Agreement on behalf of a corporate or other aggregate or entity, the person so signing represents and warrants that he/she has full authority to bind such named Client to this Agreement, in which case the terms used to describe the named Client shall refer to such corporate or other entity or aggregate. If, after the acceptance of this Agreement, Company finds that the person so signing does not have the legal authority to bind the named Client, the person signing will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Company shall not be liable for any loss or damage resulting from reliance on any instruction, notice, document or communication believed by Company to be genuine. If there is any doubt about the authenticity of any instruction, notice, document or communication, Company may (but undertakes no duty to) require additional authentication as the Company desires.

**INSERTION ORDER AND AGREEMENT**

The IO is a contractual part of the Agreement between Killerspots.com, Inc. and the Client signing the IO. If the IO is entered into by an Agency on behalf of an Advertiser, Agency represents and warrants that it has the authority to enter into the IO on behalf of Advertiser, and that Advertiser will be bound by the terms of the IO as if it was the Client set forth in the Agreement. Notwithstanding any other term to the contrary, if Advertiser signs the IO without agency representation, the applicable terms and conditions related to Agency obligations shall apply directly to the Advertiser as the Client set forth in the Agreement.

Once executed, the IO shall authorize Killerspots.com, Inc. as an agent on behalf of Advertiser, to purchase and commit to purchase on Advertiser’s behalf such goods, services, media time and media space from third-party vendors as are required for Killerspots.com, Inc. to perform the services contemplated by this Agreement and Client shall be responsible for payment or other liability related to such goods, services, and media from Third Parties. All quoted unit rates (CPMs, dCPMs, CPCs, CPCVs, etc.) and impression levels listed on the IO are subject to change unless purchase is listed as a guaranteed deliverable in the IO. Site lists provided in a proposal or in the IO are for example only, and are subject to change unless a direct buy with guaranteed inventory is designated in the IO. Killerspots.com, Inc. cannot guarantee uniform distribution across the site list due to outside factors such as market conditions, publisher pricing and inventory, and proprietary behavioral targeting technology.

The IO shall control over any additional document issued by Killerspots.com, Inc., related to the IO Deliverables, regardless of whether or when signed by Killerspots.com, Inc., and such additional document shall serve only as confirmation of the placements above and shall not modify or add to the terms of the IO.

The rates set forth in the IO, as same may be amended or replaced in writing only, are confidential, proprietary information and trade secrets of Killerspots.com, Inc. and must be protected by Client. Client must limit sharing these rates only to those employees and agents of Client that have a need to know, and any third party to whom Client discloses the rates must agree to the confidentiality obligations and restrictions set forth in the IAB Terms. Killerspots.com, Inc.’s recourse if there is an improper disclosure of the rates includes not only the ability to obtain a court order preventing such disclosure but also all other remedies available at law, such as, but not limited to, money damages. Client also agrees to immediately report to Killerspots.com, Inc. any inadvertent disclosure of the rates so that Killerspots.com, Inc. can determine what steps can be taken to reduce damages from such disclosure and further disclosures.

Client shall pay all invoices net thirty (30) days from the date of Client’s receipt of such invoice, or as otherwise stated in a payment schedule set forth on the IO. Client shall pay interest on overdue payments at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower. Killerspots.com, Inc. shall be entitled to recover its reasonable attorney’s fees and any costs of collection related to the IO.

Killerspots.com, Inc. cannot guarantee the campaign will launch on the IO’s flight start date if creative is not submitted by the client to Killerspots.com, Inc. at least 5 business days prior to the flight start date listed on the IO.

**CHANGES TO AN INSERTION ORDER**

If Client should request any changes to the Insertion Order before or after Killerspots.com, Inc. begins work under or pursuant thereto, Client agrees that Killerspots.com, Inc. shall submit any changes in costs or fees to Client in writing for approval. Client shall approve such changes in writing (“Change Order”), and Killerspots.com, Inc. shall not commence such changes to the Insertion Order until receipt of such Change Order in writing from Client. Any other services provided to Client by Company outside the scope of the Insertion Order shall be billed to Client at a rate of $100.00 per hour, UNLESS A DIFFERENT RATE IS ESTABLISHED BETWEEN CLIENT AND COMPANY IN WRITING, not including any expenses incident thereto. Killerspots.com, Inc. shall bill Client from time to time for any such services provided, and Client agrees to pay such bills and any costs and expenses as such bills are rendered. Client requests to cancel an Insertion Order must be submitted to Killerspots.com, Inc. two weeks prior to the Start Date of the Insertion Order in writing.

**AD PLACEMENTS AND POSITIONING**

The recommended targeting listed on the IO is for example purposes only. The campaign budget, performance, and creative assets received will determine which placements run. So-called “Geo-Targeting” details are listed in the “Geo” section of the IO, where applicable.

**FOR IO’S THAT INCLUDE SEARCH ENGINE MARKETING (SEM) SERVICES**

Search Engine Marketing (“SEM”) impressions will be served to users after they submit a search query containing specific keywords related to the product or category being advertised. Client will only be charged each time a user clicks the ad. Such amounts shall be billed to Client and will be payable in addition to any other fees described herein. SEM and/or Cost Per Click (“CPC”) prices and clicks are estimates only and are not guaranteed since Killerspots.com, Inc. cannot guarantee that users will search for

decided upon terms, and final costs will ultimately be based upon base costs, bids, budget, inventory availability, and market pricing. The campaign will be adjusted according to the best-performing keywords. CPC will fluctuate contingent upon keyword performance and efforts made by Killerspots.com, Inc. to optimize the campaign. If there are multiple campaigns set up within the SEM account, clicks not able to be served within a specific campaign will be made good within other campaigns, billed at that campaign’s rate. Due to the nature of certain SEM campaigns, Killerspots.com, Inc.’s credit card may be tied to the account of Client or Advertiser during the campaign; therefore, any fees incurred above the total listed on the IO that are outside of Killerspots.com, Inc.’s control will be invoiced and such amounts are payable by Client upon receipt.

**INVOICING**

All Killerspots.com, Inc. and other fees and media costs will be invoiced monthly by Killerspots.com, Inc. along with any applicable additional reporting fees or services requested by Client hereunder. If the IO is canceled prior to the completion of the set-up of the campaign, Client must pay the greater of $1,900 or actual unrecovered setup and management fees to compensate Killerspots.com, Inc. for the time and resources spent setting up the canceled campaign in addition to any media costs and other fees incurred prior to the effective date of cancellation.

**GENERAL CAMPAIGN INVENTORY MANAGEMENT**

– Inventory cannot be held or secured until the IO is signed and returned to Killerspots.com, Inc.
– Impressions not able to be served within a specific placement will be made good within other placements, billed at that placement’s rate. The original placement breakout is used as an initial starting point, and Client budget will be shifted from placement to placement and month to month based on delivery and performance. This shifting does not require additional approval as the overall approved budget will not be exceeded.
– For campaigns that intend to target users within a smaller geographic region than a so-called “Designated Market Area” (city, county, zip codes), Killerspots.com, Inc. reserves the right to widen the geographic restrictions to a maximum of the entire Designated Market Area in an effort to increase performance and/or delivery, as determined by Killerspots.com, Inc. in its sole discretion.
– If Client adjusts campaign goals after the initial approval or mid-campaign, Killerspots.com, Inc. reserves the right, in its sole discretion, to adjust targeting and campaign parameters to allow the campaign to run according to updated performance and/or delivery goals.
– Killerspots.com, Inc.’s Third-Party providers presently include, but are not limited to, the following: BlueKai, BrkThru Digital, Clearspring, Comscore, Dataium, DataLogix, Dun & Bradstreet, Exelate, Experian, Forbes, Company, LiveRamp, Lotame, MasterCard, Neustar, Nielsen, Transunion, TruSignal, V12, GoDaddy, GA, Hotjar, DCM, and Weebly. This list of Third Party providers is dynamic and can be modified at any time without notice, in Killerspots.com, Inc.’s sole discretion, and without specification in this MSA.
– All parties will, in good faith, remedy any discrepancies that arise from impression or click counting and will communicate immediately after learning of such discrepancy. If discrepancy is greater than 15%, Killerspots.com, Inc. reserves the right to immediately shut down the campaign until discrepancy issues are resolved.
– The “Units” and “Unit Pricing” listed on any media campaign proposals and the IO are estimates and are for planning purposes only. The budgeted amount for each placement is a performance target. Final impression count and costs will ultimately be based upon base costs, bids, budget, inventory availability, and market pricing. Notwithstanding any other terms incorporated by reference, all billing, pacing, and optimization will be based upon Killerspots.com, Inc.’s reported numbers even if Client utilizes a third-party ad server.
– Client may cancel the IO in accordance with Section V of the IAB Terms. Killerspots.com, Inc. may, subject to any shorter cancellation provisions set forth in this Agreement, cancel all or any portion of the IO by giving 14 days prior notice to Client (in writing only, which may be by email), and if Client has prepaid any media costs under the IO, Killerspots.com, Inc. shall refund any unused portion of such costs to Client. Client is responsible for all costs and/or Killerspots.com, Inc.’s charges incurred and/or accrued through the effective date of termination.

**PRIVACY**

Advertiser listed on the IO agrees to post on its website(s) an up-to-date and accurate privacy policy that: (i) complies with all applicable Laws; (ii) accurately discloses all applicable data collection, use and disclosure practices, including the use of cookies, pixels, beacons, locally stored objects, or other similar technologies for purposes of targeting individual end users with advertisements; and (iii) discloses the use of one or more third parties for ad serving activities. Such privacy policies must provide end users with a conspicuous link to a functional opt-out page, which may include, if applicable: (1) the Network Advertising Initiatives opt-out page accessible at http://www.networkadvertising.org/, or (2) the Digital Advertising Alliance’s opt-out page accessible at http://www.youradchoices.com/. If Agency is executing an IO on behalf of an Advertiser, Agency will ensure that such Advertiser posts on its respective website(s) an up-to-date and accurate privacy policy that complies with the IO.

**CONSUMER DATA**

Client will not provide Killerspots.com, Inc. with any personal information that directly identifies an individual (including, without limitation, an individual’s name, email address, government-assigned identifier, telephone number, health information, and payment card information). To the extent that any such data or other data about end users are collected, used, transmitted, or processed by or on behalf of Agency or Advertiser, Agency agrees that all appropriate consents and waivers have or will be obtained from such end user(s), including consents necessary to collect information about individual end users through use of technologies, such as cookies, pixels, beacons, locally stored objects, or other similar technologies, located on the end user’s device.

**TECHNICAL SPECIFICATIONS**

Specifications for all Killerspots.com, Inc. Ad Serving Types and creative assigned to the line items of the IO should be obtained from Advertiser’s Killerspots.com, Inc. representative. If the creative does not meet specifications, pricing may need to be adjusted to account for appropriate ad serving fees.

**REPORTING**

If Killerspots.com, Inc. is serving the campaign, all reporting frequencies whereby Killerspots.com, Inc. sends manual reports or provides client access to a dashboard must be established prior to a campaign launch between the client and a Killerspots.com, Inc. account representative. The default reporting frequency for all Killerspots.com, Inc.’s served campaigns is once per month, sent to the Client 3-12 business days after the last day of the month. Any changes in reporting frequency must be established between the Client and Killerspots.com, Inc. in writing. Any Third-Party vendor reporting whereby Killerspots.com, Inc. facilitated the media buy are subject to the discretion of the Third-Party vendor.

**PROPERTY RIGHTS**

Killerspots.com, Inc. will be retaining all documents, source code, keyword lists, and other assets obtained, employed, or created for Client during the execution of the Agreement. Client shall retain all of its intellectual property rights in any text, images, or other components it owns and delivers to Company for use in the services rendered under the Agreement. Client will receive the output formats of Company’s work where applicable. The output is to be used only within the scope of the project as outlined in the Client’s Insertion Order. Killerspots.com, Inc. is not responsible for retaining original source material and digital files used for a campaign or supplied to a vendor, unless otherwise agreed upon in writing. In addition, Killerspots.com, Inc. is not responsible for archiving Client materials beyond the life of an Insertion Order’s project scope and term. Client may be charged an administrative archive fee for any requests to retrieve said files if they are still in Killerspots.com, Inc.’s database.

**REPRESENTATION AND WARRANTY**

Killerspots.com, Inc. represents and warrants to Client that it shall perform its obligations under the IO using personnel of required skill, experience, and qualifications in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Killerspots.com, Inc. shall not be liable for a breach of the warranty set forth in the immediately preceding sentence unless Client gives written notice of the defective or deficient services or deliverables, reasonably described, to Killerspots.com, Inc. within thirty (30) days of the time when Client discovers or ought to have discovered that the services or deliverables were defective or deficient. Subject to Killerspots.com, Inc. receiving proper notice of any defective or deficient services or deliverables in accordance with this paragraph and verification of such defect or deficiency, Killerspots.com, Inc. shall, in its sole discretion, either: (i) re-perform the services and/or re-deliver the deliverables; or (ii) refund the price of such services for the prior ninety-day period of time at the pro rata contract rate. THE REMEDIES SET FORTH IN THIS PARAGRAPH SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND KILLERSPOTS.COM, INC.’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH. EXCEPT FOR THE WARRANTY SET FORTH IN THE FIRST SENTENCE OF THIS PARAGRAPH KILLER

SPOTS.COM, INC. MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, ANY DELIVERABLES, OR THE RESULTS THEREOF, INCLUDING (A) ANY WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

**LIMITATIONS OF LIABILITY**

COMPANY DISCLAIMS CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, AND EXEMPLARY DAMAGES AS PROVIDED UNDER SECTION XI OF THE IAB TERMS. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE IO, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO MEDIA COMPANY UNDER THE IO IN RESPECT OF THE NINETY-DAY PERIOD OF TIME IMMEDIATELY PRIOR TO THE DATE OF THE EVENT CLAIMED TO GIVE RISE TO SUCH LIABILITY OF THE COMPANY. The essential purpose of this paragraph is to limit the liability of the Company arising under the IO and shall apply even if the available remedies under the IO fail their essential purpose. The parties acknowledge that the limitations set forth in this paragraph are intricate to the prices at which Company is providing its services hereunder and, were Company to assume any further liability, the pricing offered herein would, out of necessity, be set much higher.

**AUTHORIZATION, PERMISSIONS, AND TRADEMARKS**

Client grants Company an irrevocable permission and license to use its name, logo, and other trademarks and intellectual property rights (“Trademarks”) solely and exclusively to the extent necessary for Company to perform the services set forth in the Insertion Order. Client represents and warrants that it is the owner of all rights, title, and interest in and to the Trademarks as well as to any and all other artwork, images, text, literature, copy, or other visual representation or information that it provides to Company for inclusion in the Deliverables or services set forth in the Insertion Order; that Company will not be held responsible for copyright infringement claims involving materials supplied for use by Client, and Client will defend and indemnify Company against all copyright infringement claims involving materials supplied for use by Client. Client shall be solely responsible for ensuring that all necessary rights and clearances have been obtained for use of all art, images, text, or copy used by Company or incorporated in any Deliverable pursuant to the Insertion Order.

Client is responsible for providing any text or literary information for services provided, as it will be uploaded and presented onto the website/advertising medium as is, or otherwise included in the Services unless copywriting or copyediting, copy development services are included in the Insertion Order.

**PORTFOLIO LICENSE, CREDIT**

KILLERSPOTS Agency may use Agency’s and/or Advertiser’s logos, trade names, and trade/service marks on Killerspots.com, Inc.’s website, promotional and marketing materials, solely in conjunction with its performance hereunder.

**OTHER TERMS**

Section III(c) of the IAB Terms is amended to include the following: IO acceptance may be subject to credit approval. Advertiser and Advertiser’s Agency listed on the Agreement’s IO are jointly and severally liable for any and all amounts due to the Company.

Section V(c) of the IAB Terms is deleted.

Section X(b) is amended to include the following: Client shall further indemnify Killerspots.com, Inc., its partners, officers, directors, employees, agents, and each of its Affiliates and Representatives for Losses resulting from any Claims brought by a Third Party resulting from (1) Ads and Advertising Materials provided by Advertiser or Agency to Company and posted on a Site (as hereafter defined), (2) Advertiser’s failure to pay any fees for rights, including public performance, guild fees, or other fees associated with an Ad or Advertising Materials, (3) Company’s use of any content or technology other than an Ad or Advertising Materials that Advertiser or Agency may require Company to use, (4) the pages and sites to which an Ad or Advertising Materials link, and (5) use of any products or services sold through an Ad or Advertising Materials or through pages or sites to which they link. Section XIV(d) of the IAB Terms shall reflect Michigan without reference to its choice of law rules, and Oakland County, MI, as applicable.

**CLIENT’S ACCOUNT**

In order to access some of the features of a Site or use some of the Services, Client may have to create an “Account”. Client represents and warrants to Killerspots.com, Inc. that all information Client submits when Client creates its Account is accurate, current, and complete, and that Client will keep its Account information accurate, current, and complete. If Killerspots.com, Inc. has reason to believe that Client’s Account information is untrue, inaccurate, out-of-date, or incomplete, Killerspots.com, Inc. reserves the right, in its sole and absolute discretion, to suspend or terminate Client’s Account. Client is solely responsible for the activity that occurs in its Account, whether authorized by Client or not, and Client must keep its Account information secure, including without limitation its customer number/login, password. For security purposes, Killerspots.com, Inc. recommends that Client change its password at least once every six (6) months for each Account. Client must notify Killerspots.com, Inc. immediately of any breach of security or unauthorized use of Client’s Account. Killerspots.com, Inc. will not be liable for any loss Client incurs due to any unauthorized use of its Account. Client, however, may be liable for any loss Killerspots.com, Inc. and/or others incur caused by Client’s Account, whether caused by Client, and/or by an authorized person, and/or by an unauthorized person.

**TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY**

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by Law.

**TAXES**

Client will be liable for collecting any and all sales, use, value added tax (VAT), ad valorem, import, excise, or other tax which may be imposed by the taxing authorities at Client’s location. Client agrees to be fully responsible for and indemnify and hold Killerspots.com, Inc. harmless from any such taxes and duties, and any and all costs and expenses incurred in connection with dealing in any way with claims for such taxes to be paid to or claimed to be payable to any applicable taxing authority(ies) in connection with Client’s and/or Killerspots.com, Inc.’s activities and/or any of the services rendered pursuant to this Agreement.

**PRIVACY; THIRD-PARTY RIGHTS; INTERPRETATION; APPLICABLE LAWS**

Each Party shall post on its respective website its privacy policies and adhere to their privacy policies, which abide by the applicable Laws. Client shall use reasonable commercial efforts to contractually require each of its customers to post on such customer’s website its privacy policies and adhere to such privacy policies, which abide by applicable Laws.

Client will use the Services in a manner consistent with all local, state, and federal regulations and laws. In addition, Client acknowledges and agrees that in the event Services are rendered by any Third-Party providers, those Third-Party providers all have the right to insist upon certain contractual rights and obligations in connection with Client’s use of such Services (herein called, collectively, the “Third-Party Contractual Rights”). Client agrees to fully observe all such Third-Party Contractual Rights. Killerspots.com, Inc. reserves the right to suspend or cancel Client’s access to any or all Services provided by Killerspots.com, Inc. when Killerspots.com, Inc. decides that Client’s Account has been inappropriately used.

Client understands and agrees that Killerspots.com, Inc. shall have no obligation to: (a) use local shared objects (sometimes known as Flash cookies) to “respawn” browser cookies that have been deleted by website users where ads are displayed or reverse any user instructions to disable browser cookies or other means of tracking user preferences, behavior, or other data; (b) deliver any ads under this Agreement using any behavioral tracking mechanisms unless it complies with all applicable Laws; and/or (c) target ads (i) to sites directed to anyone under the age of 13 years or (ii) based on information generally accepted as “sensitive” pursuant to the Internet advertising industry guidelines (i.e., the NAI principles) or policies or other applicable Laws.

It is understood and agreed that where the Children’s Online Privacy Protection Act, as amended (“COPPA”) applies, both Parties to this Agreement are obligated to be COPPA compliant. Client therefore represents, warrants, and agrees that no request of Client for any services to be rendered by Killerspots.com, Inc. shall, if so done by Killerspots.com, Inc., violate any of the provisions of COPPA. Client’s use of the services to be performed by Killerspots.com, Inc. shall also comply with all political campaign finance and disclosures Laws.

Client understands and agrees that Killerspots.com, Inc. is granted the right in this Agreement to make numerous determinations of a discretionary nature

, and further agrees, whenever Killerspots.com, Inc. is entitled to make any discretionary determination pursuant to this Agreement (however that right is described in this Agreement), Killerspots.com, Inc. shall be entitled to make same in Killerspots.com, Inc.’s sole discretion, for any or no reason.

Client acknowledges that it is possible that Killerspots.com, Inc.’s services to be rendered pursuant to this Agreement can be subject to the provisions of the EU-U.S. and Swiss-U.S. Privacy Shield programs administered by the U.S. Department of Commerce (which, for the purposes of this Agreement shall also be deemed a component of “Laws”), and that data processed by Killerspots.com, Inc. pursuant to the provision of this Agreement is stored on servers located in or out of the United States, as solely determined by Killerspots.com, Inc. To the extent that the provision of this Agreement involves any transfers of data that include personal data that is subject to data transfer restrictions or requirements under applicable Laws, including but not limited to Directive 95/46/EC or any successor legislation: (a) Client shall use and disclose the information only for the purposes permitted by this Agreement; and (b) Client will provide at least the same level of protection for the information as is available under the EU-U.S. and Swiss-U.S. Privacy Shield frameworks. If Client determines that it can no longer provide this level of protection: (a) Client will promptly notify Killerspots.com, Inc. of this determination; (b) Killerspots.com, Inc. shall have the right to immediately terminate this Agreement without penalty upon notice to Client; and (c) Client will cease processing the information or take other reasonable and appropriate steps to remediate the situation. Client authorizes Killerspots.com, Inc. to provide a copy of this paragraph and other relevant privacy provisions of this Agreement to the U.S. Department of Commerce upon its request (as required under the Accountability for Onward Transfer Principle of the Privacy Shield).

**WEBSITE DEVELOPMENT, MAINTENANCE, AND HOSTING ADDENDUM**

The provisions of this Website Development, Maintenance, and Hosting Addendum (the “Addendum”) supplement the provisions of the IO and MSA and apply if Company provides Client use of the Company’s server(s) and/or website(s) and/or the server(s) and/or website(s) of any of Company’s Third-Party providers, who assist Company in providing website development, maintenance, and/or hosting services to Client.

**OVERVIEW**

This Addendum is made effective as of the date of “your” (as hereafter defined) use of any server(s) and/or website(s) of the Company and/or any of the Company’s Third-Party providers, or, if the Company and/or any of its Third-Party provider(s) require access to your website(s) and/or server(s) for the purposes of providing Company’s “Services” (as hereafter defined) to you, the date Company and/or its Third-Party providers first access your website(s) and/or your server(s) for such purposes (each of such website(s), whether owned by you, Company, or a Third Party and used for Services are hereafter referred to as a (or the) “Site”). This Addendum sets forth the general terms and conditions of your use of the Site, and any and all development, maintenance, and hosting services and/or products and/or other services purchased and/or accessed as part of the Services.

**DEFINITIONS**

“Bandwidth” means the network bit-rate capacity available to connect Client’s website with the public Internet, measured in bits per second or a multiplier thereof.

“Content” means all text, pictures, sounds, graphics, video, files, and other data contained on any (and all) Site(s).

“Services” means all of the services subscribed to by Client as delineated specifically in the IO between Company and Client, and as are deemed helpful by the Company, which, subject to any specifics set forth in the IO, may include, but shall not be limited to (all as determined by Company in its sole discretion), website development, website maintenance, inventory database hosting, search engine optimization, website coding, content hosting, and/or creation of web-based interfaces.

**SERVICES SPECIFICALLY EXCLUDE, HOWEVER, ANY AND ALL EMAIL HOSTING SERVICES.**

The terms “we”, “us” or “our”, and words of like import, shall refer to the Company. The terms “you”, “your”, “User” or “customer” and words of like import shall refer to any individual or entity who accepts this Agreement, has access to your Account, and/or uses the Services (which includes, for the purposes of this Addendum, all parties claiming by through or under the named Client specifically described in the MSA). Nothing in this Agreement shall, however, be deemed to confer any third-party rights or benefits on you or any party claiming by through or under you; but such third-party rights and benefits are intended for Third-Party Services providers who act in such capacity pursuant to the written agreement of the Company, but solely to the extent authorized by the written agreement of the Company. To the extent the Company does so authorize any Third Party to avail itself of such third-party rights and benefits hereunder, the terms “we”, “us” or “our” and words of like import shall refer to such Third-Party provider(s) who provide Services we are rendering on your behalf pursuant to this Agreement.

**GENERAL RULES OF CONDUCT**

You agree that:
i. Your use of this Site and the Services, including any content you submit to us for inclusion therein, will comply with this Agreement, and all applicable Laws.
ii. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as hereafter defined) or any non-public or personally identifiable information about another User or any other party without their prior written consent.
iii. You will not request us to use the Site or the Services in a manner, as determined by us, in our sole discretion, that:

– Is illegal, or promotes or encourages illegal activity;

– Promotes, encourages, or engages in child pornography or the exploitation of children;

– Promotes, encourages, or engages in terrorism, violence against people, animals, or property;

– Promotes, encourages, or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

– Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar Laws, or promotes, encourages, or engages in the sale or distribution of prescription medication without a valid prescription;

– Violates the Fight Online Sex Trafficking Act of 2017 or similar Laws, or promotes/facilitates prostitution and/or sex trafficking;

– Infringes on the intellectual property rights of another party or violates the privacy or publicity rights of another party, or breaches any duty of confidentiality that you owe to another party, or interferes with the operation of a Site and/or the Services;

– Contains or installs any viruses, worms, bugs, Trojan horses, or other code, files or programs designed to, or capable of, disrupting, damaging, or limiting the functionality of any software or hardware;

– Contains false/deceptive language, or unsubstantiated or comparative claims, regarding any party;

1. You will not copy or distribute any part of a Site or the Services, except as expressly to in writing by Company.
   v. You will not modify or alter any part of this Site and/or the Services found at this Site or any of its related technologies.
   vi. You will not access Company Content (as hereafter defined) or User Content through any technology or means other than through this Site itself, or as Company may agree in writing.
   vii. You agree that certain maintenance and upgrade activities by us may necessitate occasional service interruption of Site(s) which are the subject hereof and hereby waive and release all right to claim damages and/or seek other legal and/or equitable relief against us in connection therewith.
   viii. You will not re-sell or provide the Services for a commercial purpose, including any of Company’s related technologies, without Company’s express prior written consent.
   ix. You will not circumvent, disable, or otherwise interfere with security-related features of a Site, or Services found at a Site, including without limitation, features that: (a) prevent/restrict use and/or copying of Company Content and/or User Content; and/or (b) enforce limitations on the use of any Site, Services, Company Content, and/or the User Content therein.
   x. You agree to provide us with government-issued photo and/or business identification when requested by us.
   xi. You agree we own and/or have secured the right to use all computer software and/or data required for provision of the Services to you. Our rendering of the Services shall not confer any rights upon you in such software and data.
   xii. You agree we are not liable for losses and other costs incurred in a fire or other physical calamity and/or act of God.
   xiii. You are responsible for providing us with the Content for any Site. We may, but are not obligated to, remove Content we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property rights or the terms of this Agreement. We shall also have the right, in our sole discretion, to capture and use screenshots of any Site(s) and to use your business name for the purposes of advertising the Services. Nothing prohibits us from suspending or disabling any Site(s) for non-payment of amounts due to us from you.

**YOUR DATA**

Company may offer certain hosted Services that may involve the submission, collection, and/or use of identifying or identifiable information about you and your customers, and you agree that Company shall have the unrestricted and irrevocable license and right to use such data for

so long as the Company is providing Services to you pursuant to this Agreement.

**AVAILABILITY OF WEBSITE/SERVICES**

Subject to the terms and conditions of this Agreement, we shall use commercially reasonable efforts to attempt to provide the Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs, or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, etc. You agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

**CLIENT SKILL RESPONSIBILITY**

Effective use of services provided by us presumes a certain degree of knowledge and skill on your part. We will not be held responsible for your inability to use Services due to your lack of the requisite knowledge and skills.

**SERVER ABUSE**

Any attempt to cause harm to any server(s) or any other customer of ours is prohibited. This includes, but is not limited to, attempting to access password files other than your own, attempting to gain access to other accounts on our server(s), and/or anything causing server malfunction. Failure to comply is subject to immediate Account deactivation without refund. We will strongly react to any use or attempted use of an account and/or computer without the owner’s authorization. Such attempts include “internet scamming” (tricking other people into releasing their passwords), password robbery, security hole scanning, etc. Any unauthorized use of accounts and/or computers of others, whether or not the attacked account or computer belongs to us, will result in action against the attacker. Possible actions include warnings, account suspension or cancellation, and civil or criminal legal action, depending on the seriousness of the attack.

**ABUSE OF UNLIMITED TRAFFIC AND/OR UNLIMITED STORAGE**

To maintain the integrity of our Services, the following limitations apply to all sites owned or used by you and without an imposed limit on monthly traffic volume and/or storage space: (a) the Site cannot be used as offsite storage for electronic files (storing files not linked to any page of the site); (b) the Site cannot be used as a download center (more than 50% of traffic arises from file downloads); (c) the Site should not contain scripts running from their domain used on other domain; and (d) websites that are found to violate the above limitations are subject to warning, suspension, or cancellation at the discretion of our management. We will be the sole arbiter as to what constitutes a violation of this provision.

**CONTENT OWNERSHIP**

All Content stored by you shall at all times remain your property. You grant us the non-exclusive, irrevocable, world-wide license to the Content only to the extent necessary for us to host the Site and/or provide the Services.

**TERMINATION OF SERVICES FOR CAUSE, AND WITHOUT CAUSE**

We may immediately terminate the Services provided pursuant to this Addendum for cause at any time without penalty. Causes justifying immediate termination include, but are not limited to: violation of any foreign, federal, state, or local law; non-payment of fees due; and/or breach of the provisions of this Addendum, the Insertion Order, and/or the MSA. We may terminate the Services provided pursuant to this Addendum without cause at any time upon thirty (30) days written notice to you, subject to such adjustment of prices, if any, as are specifically set forth in the Insertion Order. We also reserve the right to modify, change, or discontinue any aspect of the Site and/or the Services provided pursuant to this Addendum.

**FURTHER LIMITATION OF LIABILITY**

YOUR SOLE REMEDY FOR OUR LIABILITY UNDER THIS ADDENDUM, IF ANY, SHALL BE LIMITED TO RE-PERFORMANCE OF ANY SERVICE PROVIDED BY US OR A REFUND NOT TO EXCEED THE AMOUNT PAID BY YOU TO US FOR THE APPLICABLE SERVICE IN THE LAST NINETY DAYS.

You agree we will not be liable for any: (1) suspension, delay, or loss of Services, except solely to the extent a remedy is specifically provided in this Addendum (for example, and not limited to, we shall not be liable for failure or delay in performance of Services hereunder as a result of your failure to make content available to us); (2) interruption or delay in website access or business for any reason, including, but not limited to, equipment malfunctions; periodic maintenance, repair(s)/replacement(s) undertaken from time to time; or causes beyond reasonable control or that are not reasonably foreseeable, including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures, and that we assume no liability to you or any other party with regard thereto – in that regard, we reserve the right, in our sole discretion, to filter or block data and/or processes originating from or traveling to any sources of high traffic volume as identified by us in our sole discretion; (3) failure of the accuracy, completeness, timeliness, usefulness, or safety of any content provided by us or any claims arising therefrom; (4) loss or liability resulting from acts of God; (5) data non-delivery, mis-delivery, corruption, destruction or other modification; (6) events beyond the control of the primary service provider or backend service provider; and/or (7) loss or liability resulting from unauthorized use or misuse of any account identifier or password.

**FURTHER INDEMNIFICATION**

You release, indemnify, and hold us, our contractors, agents, employees, officers, directors, and affiliates harmless from all liabilities, claims, and expenses, including, but not limited to, attorney’s fees and court costs, for: (a) your breach of any representation, warranty, and/or covenant made by you in this Addendum; and/or (b) your and/or third-party claims relating to use of the Services or arising under this Addendum, including, without limitation, infringement by you or someone else using your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any term or condition of this Agreement. We may seek written assurances from you in which you promise to indemnify and hold us harmless from the costs and liabilities described in this paragraph. Such written assurances may include the posting of performance bonds or other guarantees. Your failure to provide such assurances may be considered a breach of the Agreement by you. You agree that Third Party providers, in providing services to you, shall not be liable for our actions, inactions, negligence, or intentional misconduct; and that, similarly, we shall not be responsible to you for the actions, inactions, negligence, or intentional misconduct of any Third Party. You acknowledge and agree that neither we nor the Third Party providers are agents for one another. You agree that you shall defend, indemnify, save, and hold us harmless from any and all demands, liabilities, losses, costs (including, but not limited to, attorney’s fees incurred by us) and claims incurred by and/or asserted again us, our agents, our customers, officers, and employees, that may arise or result from (1) any Service provided or performed or agreed to be performed or any product sold by you, your agents, employees or assigns; (2) any injury to person or property caused by any products sold or otherwise distributed in connection with our servers; (3) any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party; (4) copyright infringement; and (5) any defective products sold to you from our server(s).

**FURTHER DISCLAIMER OF COMPANY WARRANTIES**

You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Services provided pursuant to this Addendum is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any material and/or data. No advice or information, whether oral or written, obtained by you from us shall create any warranty not expressly made in this Agreement.

**SPECIAL REPRESENTATIONS AND WARRANTIES OF CLIENT**

Client hereby represents and warrants to us: (a) Client owns all right, title, and interest in and to or has obtained the right to use all Content and has verified that such Content is compliant with all applicable federal, state, and local laws and regulations; (b) Client will not upload, post, or otherwise transmit any Content to us (i) that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, hateful, or otherwise objectionable; (ii) that violates the privacy, publicity, or personal rights of others; (iii) that violates, infringes, or misappropriates the intellectual property rights of others, including but not limited to patents, trademarks, trade dress, copyrights, or trade secrets; or (iv) that contains any malicious software or code; (c) Client will not use the Services to violate any Laws; (d) Client will not request us to advertise, promote or display any illegal product, service, or activity, including but not limited to any type of intoxicant, alcoholic beverage, tobacco product or drug (where prohibited by Law); (e) Client will not request us to advocate, promote, or assist any party in carrying out violence or physical harm against any persons, nations, groups, entities, or animals, including but not limited to providing instructions on how to obtain, assemble or use any weapon or incendiary device or any other product or activity that involves a significant risk of death

or injury to persons or property; and (f) Client will not interfere with the ability of others to effectively use Company’s Services, including but not limited to activities that excessively use Bandwidth or block access to any shared network, system, service, or equipment.

**PROPRIETARY RIGHTS OF COMPANY; SOFTWARE LICENSE GRANT.**

Client agrees that the Services and software used in connection with the Services may contain proprietary and confidential information of Company that is protected by applicable intellectual property and other Laws. Client further agrees that information presented to Client through the Services may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and Laws. Except as authorized in writing by Company, Client agrees not to duplicate, modify, reproduce, rent, lease, loan, sell, give, sublicense, assign, distribute, otherwise transfer, create derivative works based on, reverse engineer, reverse assemble, decompile or otherwise attempt to discover any source code for the Services, in whole or in part, or to allow or assist any others to do so. Subject to the use restrictions of this Section, Company grants Client a non-transferable, non-sub licensable, and non-exclusive right and license to use the object code of Services for the sole purpose of accessing and using the Services.

**CHANGES TO THIS AGREEMENT BY COMPANY**

Except as otherwise expressly provided in the Insertion Order, Client agrees that, during the term of this Agreement, Company may: (1) revise the terms and conditions of this Agreement; and/or (2) change any part of the Services provided under this Agreement at any time (including, without limitation, changing any Third Party Service provider). Any such revision or change will be binding and effective 30 days from written notice to Client at the e-mail address or postal address (by U.S. mail) provided by Client in connection with the Services. Client’s continued use of Services shall constitute Client’s acceptance of this Agreement as well as additional rules or policies that are or may be published by Company. If Client does not agree to any of such change(s), Client may request that Client’s Services be canceled. Client acknowledges and agrees that such cancellation will be Client’s exclusive remedy and our sole liability if Client does not wish to abide by any changes to this Agreement.

**USER CONTENT**

All Content submitted through your Account is considered “User Content”. By furnishing to us for posting or publishing User Content to the Site or to or via the Services, you represent and warrant to us that (i) you have all necessary rights to distribute User Content, either because you are the author of the User Content, and/or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright and/or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.

You agree User Content submissions are entirely voluntary, do not establish a confidential relationship or obligate us to treat User Content as secret, that we have no obligation, either express or implied, to develop or use User Content submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of User Content submissions, and that we may be working on the same or similar content, we may already know of such content from other sources, we may simply wish to develop this (or similar) content on our own, and/or we may have taken/will take some other action.

By delivering to us User Content for the Site and/or Services, you authorize us to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content without acknowledgment or compensation to anyone. You grant us a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with the Site, the Services, and our (and our affiliates’) business(es), including without limitation for promoting and redistributing all or part of the Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also grant each user of the Site a non-exclusive license to access User Content through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of the Site and under this Addendum. The above licenses granted by you in your User Content terminate within a commercially reasonable time after removal or deletion of User Content from a Site. You agree that we may retain server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content are perpetual and irrevocable. If you have a Site hosted by us, you shall retain all of your ownership or licensed rights in User Content.

**MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY**

We generally do not pre-screen User Content. However, we reserve the right (but undertake no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Addendum. We may, in our sole discretion, remove any item of User Content and/or terminate your and any/or any other user’s access to the Site and/or the Services for delivering any material in violation of this Addendum, at any time and without prior notice. We may also terminate a user’s access to the Site and/or the Services if we have reason to believe the user is a repeat offender. If we terminate your access to the Site and/or the Services, we may, in our sole discretion, remove and destroy any data and files stored by you on our server(s).

**ACCOUNT TERMINATION; LIMITATIONS**

You agree that it may be necessary for us to migrate our servers. As a result, even if you have a dedicated IP number, you may be assigned a different IP number. We do not warrant that you will be able to consistently maintain your given IP numbers.

You agree that upon expiration/termination of Services, you must discontinue use of the Services and use of the IP addresses and server names assigned to you, including pointing the domain name system (“DNS”) for your domain name(s) away from our server(s). Upon expiration/termination of Services, we may delete all of your Content from our server(s) and we will not be required to provide a copy of such content. Upon termination of Services, any and all products provided to you may be canceled.

Images available and licensed for use by us to you are intended for Company hosted customers only and may be subject to the provisions of third-party intellectual property rights and licensing restrictions. If you wish to export or migrate your hosted product or service to another service provider (if available as an option), it is solely your responsibility to ensure your continued right to use any images incorporated therein, and you acknowledge and agree that Company does not warrant and shall have no responsibility for any claims resulting from your continued use after migration and/or termination (whichever occurs first).

The total amount of usable storage capacity for your particular Service(s) may differ from represented capacity, if any, as there is required space for the operating system(s), system file(s), and other supporting file(s).

**YOUR OBLIGATIONS**

You acknowledge and agree that we shall have the right to seek justification in connection with your use of the Services, specifically your purchase of IP addresses, and you shall be obligated to provide any and all information reasonably sought by us pursuant to such justification. In connection with such purchase, you acknowledge and agree that your name and justification may be disclosed to certain registries including, but not limited to, the American Registry of Internet Numbers, in accordance with policies promulgated by any and all such registries and such information may be displayed publicly on the Whois database.

You acknowledge and agree that you may not use our server(s) and/or the Site as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities that threaten the stability of our network or will damage the systems of, or cause a disruption of internet services to, Company, our customers, and/or third parties. Server hacking or other perpetration of security breaches is prohibited and we reserve the right to remove sites containing information about hacking or links to such information. Use of your website as an anonymous gateway is prohibited. We prohibit the use of software or scripts run on our server(s) that cause the server(s) to load beyond a reasonable level, as determined by us. You agree that we have the right to remove your website temporarily or permanently from our server(s) if you are in violation of this Agreement and/or there are activities that threaten the stability of our server(s). You acknowledge and agree that all Sites associated with your Account may be removed if one is in violation of this Agreement. You further acknowledge and agree that we reserve the right to scan your Account for malicious content (e.g., malware), and that, in the event any such content is discovered, it may be removed at our discretion for security purposes.

You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to: (1) attempt to mislead any person as to the identity, source or origin of any communication; (2) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization; or (3) use your server as an “open relay” or for any of the above purposes.

We prohibit the running of a public recursive DNS service on any of our servers. All recursive DNS servers must be secured to allow only internal network access or a limited set of IP addresses.

We actively scan for the presence of public DNS services and reserve the right to remove any servers from the network that violate this restriction.

Our servers are not an archive. We have no liability to any party for loss, damage, or destruction of any of your Content. The Services are not intended to provide a Payment Card Industry or Health Insurance Portability and Accountability Act compliant environment, and should not be used or considered as one. You shall not use Services in any way, in our sole discretion, that impairs the functioning/operation of Services or equipment. For example, and not limited to, you shall not use Services as: a repository for storing archived files; and/or for storing material that can be downloaded through other websites. We reserve the right to have forensic examination(s) done in the event of possible compromise to any server or account.

You shall at all times cooperate with us in updating, uploading, and maintaining your Site and any and all files, pages, data, works, information, and/or materials on, within, displayed, linked, or transmitted to, from, or through your Site, including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software, and text. You agree that in the course of providing Services, it may be necessary for our support staff to modify, alter or remove the content of your hosted product. Your Site Content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services.

If access to a Third-Party hosting website selected by you is required in the provision of any Service, you represent and warrant that you are authorized to provide us with access to the Third-Party hosting account for the purposes of this Agreement. You agree that you retain sole contractual and any other legal or fiduciary responsibilities related to your Third-Party hosting account.

If you request that we install any Third-Party Software (defined below) not provided as part of the Services, you represent and warrant that (1) you have the right to use and install the Third-Party Software, (2) you have paid the applicable licensing fees for the Third-Party Software, and (3) the Third-Party Software does not and shall not infringe on the intellectual property rights of any other person or entity.

**THIRD-PARTY SOFTWARE**

“Third-Party Software” means any software or application developed and owned by a Third-Party provider that you or we may contract with from time to time.

The Services may be operated in both Linux® and Windows® environments and/or such other environment(s) as may be determined by us.

We reserve the right to modify, change, or discontinue any Third-Party Software at any time, and you agree to cooperate in performing such steps as may be necessary, in our sole opinion, to install any updates to the Third-Party Software. The Third-Party Software is neither sold nor distributed to you, and you may use the Third-Party Software solely as part of the Services. You may not use the Third-Party Software outside of the Services. We may provide your personal information to Third-Party providers as required to provide the Third-Party Software. You acknowledge and agree that your use of the Third-Party Software is subject to our agreement(s) with the Third-Party providers. In addition, if the Third-Party Software is accompanied by or requires consent to a service or license agreement from the Third-Party provider, your use of the Third-Party Software is subject to such service or license agreement. You may not download, install, or use any Third-Party Software that is accompanied by or requires consent to a service or license agreement from a Third-Party provider unless you first agree to the terms and conditions of such service or license agreement. You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Third-Party Software. You may not reverse engineer, decompile, or disassemble the Third-Party Software, except and only to the extent that such activity is expressly permitted by applicable law. You acknowledge and agree that the Third-Party providers (and their affiliates and suppliers) make no representations or warranties about any Third-Party Software offered in connection with the Services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the Third-Party Software. You acknowledge and agree that any Third-Party Software will be supported by us and not by the Third-Party providers (or their affiliates or suppliers).

**ADDITIONAL COMPANY RESERVATION OF RIGHTS**

Company expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Company in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Company in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry or registrar, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national, and international laws, rules, and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Company, its officers, directors, employees, and agents, as well as Company’s affiliates, including, but not limited to, instances where you have sued or threatened to sue Company, or (ix) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to Company’s business, operations, reputation, or shareholders.

Company expressly reserves the right to review every Account for excessive space and bandwidth utilization and to terminate or apply additional fees to those Accounts that exceed allowed levels.

Company expressly reserves the right to terminate, without notice to you, any and all Services where, in Company’s sole discretion, you are harassing or threatening Company and/or any of Company’s employees.

Except for User Content, the content on the Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos, and interactive features and the trademarks, service marks, and logos contained therein (“Company Content”), are owned by or licensed to Company in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign Laws. Company Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Company. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Company reserves all rights not expressly granted in and to the Company Content, the Site, and the Services, and this Agreement does not transfer ownership of any of these rights.

**NO SPAM; LIQUIDATED DAMAGES**

We do not tolerate the transmission of spam. We reserve the right to monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam may be fully investigated. If we determine there is a problem with spam, we reserve full rights to take such action(s) as we determine to resolve the situation in our sole discretion, for any or no reason.

We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE), or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications. This can include, but is not limited to, the following: (i) email messages; (ii) newsgroup postings; (iii) windows system messages; (iv) pop-up messages (aka “adware” or “spyware” messages); (v) instant messages (using AOL, MSN, Yahoo, and/or other instant messenger programs); (vi) online chat room advertisements; (vii) guestbook or website forum postings; (viii) facsimile solicitations; and/or (ix) Text/SMS messages. Our server(s) and Services may not be used for spam. To use our Services, you must not only observe all applicable Laws, including, but are not limited to, the Can-Spam Act of 2003 and the Telephone Consumer Protection Act, but you must also observe this no spam policy. Commercial advertising and/or bulk emails and/or faxes may only be sent to recipients who have “opted-in” to receive messages. They must include a legitimate return address and reply-to address, the sender’s physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number.

If we determine that Services are being used in association with spam, we may re-direct, suspend, or cancel any account, website hosting, domain registration, email boxes, or other applicable products or services. In such an event, at our election, we may require you

to respond by email to us stating that you will cease to send spam and/or have spam sent on your behalf and to require a non-refundable reactivation fee to be paid before the site, any email boxes, and/or services are reactivated. We encourage all customers and recipients of email generated from our products and services to report suspected spam. You agree we may immediately terminate any Account we believe, in our sole discretion, is transmitting or otherwise connected with, spam, or other unsolicited bulk email. If actual damages cannot be reasonably calculated, then you agree to pay us liquidated damages of $1.00 for each piece of spam or unsolicited bulk email transmitted from or connected with your Account.

**LINKS TO THIRD-PARTY WEBSITES**

The Site and Services may link to third-party websites not owned or controlled by us. We are not responsible for the content, terms, conditions, privacy policies, or practices of third-party websites. We do not censor or edit the content of third-party websites. By using the Site and/or Services, you release us from liability arising from your use of third-party websites. You must be aware when you leave the Site or Services and review the provisions, policies, and other documents of any other website you visit.

**SPECIAL DEVELOPMENT AND MAINTENANCE SERVICE PROVISIONS**

Subject to the express terms of the IO, production schedules will be established by the Company and adhered to by you. Where production schedules are not adhered to by you, final delivery date(s) may be adjusted by Company in Company’s sole discretion. Additional costs may be incurred due to increases in time to manage or deliver Services, as determined by Company in its sole discretion. Company reserves the right to adjust project milestones in such manner as is determined by Company in its sole discretion. Project schedules do not factor in extensions of time resulting from Client’s internal decision-making/information-gathering processes, and/or delays in the Client providing information to Company, changes requested to the original project proposal, delays due to website host companies, and/or absence of the Client.

Company is confident that your expectations will be exceeded and as such is notifying you that Company reserves the right to use your website, associated graphics, and any unused ideas and development in the promotion of Company’s services. You agree to allow Company to retain a credit and link from the footer of the Site.

You agree that no so-called website maintenance services are required of us, except as may be specifically set forth In the IO. We may, however, voluntarily undertake them by Company in order to continue to provide Services.

We reserve all right to license (open source) and release software code, including, but not limited to, templates developed. Site visitors use different monitors with different settings. Thus, colors and image quality of the Site, including graphics and photography, may change. We take no responsibility for the quality of purchased or leased themes, plugins, and other software assumed to be of professional quality. If software is supplied to us with bugs and defects, we are not liable for fixing them.

We may use open-source software and components to supply Sites and Services. We will not charge additional licensing fees on open-source software. All software and components not developed by us retain the original license and terms associated with them. We cannot assign any rights to you in respect of the same, and you agree to be bound by the original author’s terms.

If you or an agent or contractor employed by you desire to update, edit or alter a Site’s pages, infrastructure, source files, or hosting management, you must first obtain the Company’s written consent to do so, which consent may be withheld for any or no reason. If the Company does so consent in writing and work is done by you or your agent or contractor in a way that causes damage to individual pages or the Site’s architecture, time to repair web pages will be assessed as an additional cost above the costs outlined in this Agreement and at our professional or overtime rates, as we determine in our sole discretion.

All text must be supplied to us in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign). Graphics and photographs are to be supplied in digital format to us. Photographs must not exceed a file size of 5mb each (unless by prior written arrangement). Larger files will incur an extra cost due to increased time in processing. All logos and branding must be provided in an industry standard vector format acceptable to us in our sole discretion.

You agree we have no control over the availability of Services on a continuous/uninterrupted basis. You agree performance of a Site may slow at varying numbers of products depending on physical and practical constraints, including, without limitation: (i) system architecture, capacity, and (ii) load, and, end-user connectivity and/or computer configurations. You agree we have no control over potential physical and practical constraints you may experience at an uncertain number of products in a category.

You understand you are responsible for collecting and managing all end customer payments. Similarly, you are responsible for the payment of all applicable state, federal, or international taxes on products you sell using the Services. You are responsible for any all taxes and duties imposed on the transactions done through the Site. You may be subject to foreign tax obligations by selling to buyers. You are solely responsible for complying with all domestic and foreign tax, shipping, and export Laws with respect to the sale of your items to all purchasers, nationally and internationally.

You are solely responsible for maintaining the confidentiality of your password and Account information. You are solely responsible for all acts, omissions, and use under and charges incurred with your Account or password or in connection with the Site or any of your website content displayed, linked, transmitted through, or stored on any server. If your password is lost, stolen, or otherwise compromised, you shall promptly notify the Company, whereupon the Company shall suspend access to your website by use of such password and issue a replacement password to you or your authorized representative. The Company will not be liable for any loss you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by the Company or another party due to someone else using your Account or password.

IF YOU ACCESS FACEBOOK PAGE DESIGNER, YOU AGREE THAT YOU SHALL NOT USE IT TO LAUNCH ANY FACEBOOK PAGE THAT PROMOTES, PROVIDES CONTENT THAT REFERENCES, FACILITATES, CONTAINS, OR USES ANY OF THE FOLLOWING: (a) alcohol-related content or sale of tobacco products, ammunition, and/or firearms; (b) content that infringes upon the rights of any third party, including intellectual property rights, privacy, publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent; (c) gambling, including without limitation, any online casino, sportsbooks, bingo, or poker; (d) illegal activity and/or illegal contests, pyramid schemes, sweepstakes, or chain letters (if you run, reference, or facilitate a legally permissible sweepstakes, contest, or other promotion you are subject to Facebook’s Promotions Guidelines); or (e) Content that is hateful, threatening, defamatory, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence. You must ensure you own or have all rights needed to copy, display, distribute, deliver, render, and publicly perform all content of or within your application to Facebook users in all countries where you make content available.

A Site may be built on and/or integrated with the Company’s (or its Third-Party providers) hosting platform. Any attempt to migrate or otherwise transfer any Site to another hosting provider is a violation of this Agreement. By furnishing us with content for uploading to your Site, you grant the Company an unrestricted license (i) to use the content for the purpose of including it on your website, and (ii) to display screenshots of any website created using the Company’s services, in marketing materials, or in other manners as determined by the Company in its sole and absolute discretion. As used herein, “content” (capitalized or not) shall include without limitation any text, software, widgets, applications, scripts, source code, API, photographs, illustrations, images, graphics, sounds, music, audio, video, and interactive features (and the trademarks, service marks, and logos contained therein). Content provided may be cached for up to one year and deleting content from Services does not remove cached versions of the content. You agree that a Site may be subject to content (or other) restrictions specific to the top-level domain with which it is associated.

If the Company terminates Services, it may, at its option, remove and destroy information stored by you on its servers. The Company is not obligated to monitor your use of Services but may do so as it chooses. You agree that upon expiration or termination of your Services, you must discontinue use of Services and use of the IP addresses and server names assigned to you in connection with Services, including pointing the domain name system (“DNS”) for your domain name(s) away from our servers.

The Company may provide your personal information to Third-Party providers in order to provide Third-Party images/software. The Company may modify, change, or discontinue the provision of the images/software at any time, and you agree to cooperate in performing any steps necessary in connection therewith. The Company makes no representations or warranties about Third-Party images/software used as part of Services and disclaims any liability or responsibility regarding the same.

You acknowledge and agree that you will protect, defend, indemnify, and hold harmless the Company from and against any and all claims imposed upon or incurred by the Company directly or indirectly arising from your use or misuse of any Third-Party images/software. You acknowledge and agree that the providers of the Third-Party images/software are third-party beneficiaries to this Agreement for purposes of enforcing their rights under this Agreement.

You acknowledge and agree that the Third-Party providers (and their affiliates and suppliers) make no representations or warranties about any images/software offered in connection with the Services, and expressly

disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of any images/software. You acknowledge and agree that the images/software may be supported by us and not by the Third-Party providers (or their affiliates or suppliers). You further acknowledge and agree that you are responsible for managing and maintaining in good standing with any paid subscription and/or account you sign up with a Third-Party provider. Your termination of this Agreement may not terminate your paid subscription and/or account with a Third-Party provider. If you wish to stop receiving services purchased directly by you from a Third-Party provider that is linked to Services, you must comply with the Third-Party’s specific obligations.