A General Advertising Terms:

1 Payment:

1.1; Publisher will invoice advertiser upon completion and submittal of an advertising contract. Advertiser agrees to pay invoice prior to ad run start date in full. If advertiser fails to provide full payment prior to ad run start date, publisher may suspend the provision of services hereunder or immediately terminate this Agreement.

1.2 If advertiser chooses Net 30 billing option, publisher will invoice advertiser upon completion and submittal of an advertising contract. Advertiser agrees to pay a 50% retainer towards the invoice prior to the ad run start date.

Publisher will invoice the remaining balance to be paid Net 30. If advertiser fails to provide full payment, publisher may suspend the provision of services hereunder or immediately terminate this Agreement.

1.3: Advertiser agrees to reimburse Publisher for all expenses incurred by Publisher in connection with the collection of amounts payable, including court costs and attorneys’ fees.

1.4: If this Agreement is terminated due to Advertiser’s failure to timely pay, Publisher may rebill the Advertiser for the outstanding balance due at the open or earned contract rate, whichever is applicable, and all discounts shall be forfeited.

1.5: All deliverables will be the property of Publisher until payment in full is received. If any amount is not paid by Advertiser when due, such amount shall bear interest at the rate of twelve percent (12%) per annum or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid.

2 Billing Terms:

2.1: Any claims by Advertiser for a credit related to rates incorrectly invoiced or paid must be submitted in writing to Publisher within ninety (90) days of the invoice date or the claim will be waived.

2.2: In the event Advertiser is entitled to a credit due to overpayment of an invoice, Advertiser must use the credit within ninety (90) days of issuance or the credit will be forfeited. No cash refunds will be provided for any credit earned by the Advertiser. All credits earned will be for the benefit of Advertiser.

3 Taxes

3.1: In the event that any federal, state or local taxes are imposed on Advertiser’s use of the Services hereunder, such taxes shall be assumed and paid by Advertiser.

4 Content/License:

4.1: Advertiser may, from time to time, provide Publisher with advertising materials, including, without limitation, text, data, video, audio, images, illustrations, and graphics, trademarks, service marks, and logos (collectively, “Advertiser Content”) for use in connection with Publisher’s distribution of the Services purchased hereunder.

4.2: Advertiser hereby grants Publisher and its designees a non-exclusive, worldwide, transferable, sub-licensable right and license:

(a) to use, reproduce, mirror, distribute, perform and display the Advertiser Content (or any portion thereof) via on the websites (mobile and traditional), properties, applications and/or devices described in this Agreement (including any Orders) (collectively, the “Distribution Networks”);

(b) to modify, copy, reformat, transmit and otherwise manipulate the Advertiser Content in connection with such display; and

(c) to use Advertiser’s name and logo in connection with providing the Services.

5 Clearances:

5.1: Advertiser will be responsible, at its own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, “Clearances”) from third parties necessary to enable Publisher to distribute the Advertiser Content under this Section 5, including, without limitation,

(a) Clearances for any of the following creative elements appearing in or otherwise displayed via the Advertiser Content: photos, video footage, music (including, without limitation, any synchronization and mechanical licenses), audio tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and

(b) Clearances from any individuals or entities whose trademarks, service marks, other corporate indicia, names, voices, likenesses, and other indicia of identity may appear in any of the Advertiser Content.

6 Advertiser/Approval Rights:

6.1 Ownership: All Advertiser Content or other materials furnished by Advertiser for use hereunder will remain the property of Advertiser and will be returned upon request.

6.2 User Information: Any user or usage data or information collected via Publisher’s Digital Properties or related to Publisher’s Digital Properties, or any information collected from sites operated by Publisher’s affiliates under this Agreement, shall be the property of Publisher and/or such affiliates. Advertiser shall have no rights in such information by virtue of this Agreement.

7 Advertiser Warranties:

7.1 Advertiser represents and warrants that:

(a) it has the full right, power and authority to grant the licenses and related rights granted herein and has acquired any and all Clearances that are necessary in connection with Publisher’s exercise of such rights and licenses,

(b) the Advertiser Content is true and accurate, does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous,

(c) Publisher’s use of the Advertiser Content in connection with providing the Services will not infringe upon or violate the rights or property interests of any third party, including without limitation, any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any other party, or any right of privacy or publicity, and

(d) Advertiser will maintain a privacy statement on its principal website (“Privacy Statement”) that complies with applicable law and accurately and transparently discloses its privacy practices to users of such website, including any privacy practices implicated by the undertakings contemplated by this Agreement. Advertiser will notify Publisher in writing promptly if any of the foregoing representations and warranties becomes untrue.

8 Disclaimer:

8.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

8.2 ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”

8.3 PUBLISHER, ITS SERVICE PROVIDER AND ANY VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISER CONTENT OR OTHER MATERIALS DISPLAYED ON ADVERTISER’S WEBSITE(S) OR THE FAILURE TO DISPLAY ANY SUCH MATERIALS ON PUBLISHER’S WEBSITE(S).

8.4 PUBLISHER DOES NOT REPRESENT OR WARRANT THAT ANY SERVICES, ADS OR OTHER MATERIAL WILL BE DISPLAYED ON ANY PUBLISHER WEBSITE WITHOUT INTERRUPTION OR ERROR, AND PUBLISHER WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY ADVERTISER RELATING TO THE UNAVAILABILITY OF THE INTERNET OR WEBSITE(S) ON WHICH ADVERTISER’S ADVERTISEMENTS ARE PUBLISHED.

8.5 PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE RESULTS OF SERVICES, INCLUDING WITHOUT LIMITATION, THE NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR LEADS AND ANY PROMOTIONAL EFFECT OR RETURN ON INVESTMENT.

9 Indemnify:

9.1 Advertiser will indemnify and hold Publisher, DNTV Digital., any other entities that own or operate any of the Distribution Networks and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, vendors, and service providers (each a “Publisher Indemnitee”) harmless from and against any and all suits, judgments, proceedings, claims, losses, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of a third-party claim resulting from:

(a) the Advertiser Content and other materials provided by Advertiser, or any websites or content that is linked to from any such Advertiser Content or other materials, including, without limitation, any claim such Advertiser Content or material is libelous or defamatory or violate or infringe the rights of any third party, including any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights, or any rights of privacy or publicity, or claims based on Advertiser’s willful misconduct, negligence or strict liability for a defective product;

(b) violation of any laws, rules or regulations applicable to Advertiser’s business operations, products and/or services;

(c) any actual or alleged breach of Advertiser’s representations, warranties, or obligations under this Agreement; or

(d) Advertiser’s Privacy Statement. Advertiser shall defend at its own expense any claim instituted by any person or entity against a Publisher Indemnitee resulting from a claim arising in connection the advertising or the Services provided. The Publisher Indemnitee(s) will have the right, at its or their option, to defend such litigation jointly with Advertiser. Advertiser may not agree to any settlement that imposes any obligation or liability on a Publisher Indemnitee without such indemnitee’s prior written consent.

10 Limitation of liability:

10.1 EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (IF ANY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 PUBLISHER’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR OWED BY ADVERTISER TO PUBLISHER HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11 Agencies:

11.1 If Advertiser is using an advertising agency in connection with this Agreement, Advertiser and such agency (the “Agency”) shall be jointly and severally liable for compliance with the terms of this Agreement and any Order.

11.2 Publisher may pursue any applicable remedies in the event of default of this Agreement (including any non-payment) against Advertiser or Agency or both without any requirement of first seeking a remedy from one or the other.

11.3 This Agreement renders void any statements concerning liability which may appear on correspondence from Agency or Advertiser.

11.4 Advertiser and Agency further agree that Publisher does not and will not accept orders or space reservations claiming sequential liability.

12 Assignment:

12.1 Advertiser may not assign any of its rights and/or obligations hereunder or this Agreement without Publisher’s prior written consent.

12.2 Publisher shall have the right to assign, delegate or transfer, its rights and obligations, under this Agreement, in whole or in part.

12.3 Publisher shall provide written notice to Advertiser of any such assignment.