Pontiflex Terms and Conditions

These Pontiflex Inc. Advertising Program Terms (“Terms”) are entered into by, as applicable, the customer signing these Terms or any document that references these Terms or that accepts these Terms electronically (“Advertiser/Agency”) and Pontiflex Inc. (“Pontiflex”). These Terms govern Advertiser/Agency participation in Pontiflex’s advertising program(s) (“Program”) and, as applicable, any insertion orders or service agreements (“IO”) executed by and between the parties and/or Advertiser/Agency’s online management of any advertising campaigns. These Terms and any applicable IO are collectively referred to as the “Agreement.” Pontiflex and Advertiser/Agency hereby agree and acknowledge:

I. MEDIA AGENT AND INVENTORY WARRANTIES

1. Agent. Internet media sites and mobile applications engage Pontiflex Inc. to perform on their behalves, activities related to advertising for the ad locations that the Advertiser/Agency has selected. These arrangements are detailed in IOs executed between Advertiser/Agency and Pontiflex. Pontiflex acts solely as agent for the represented media sites and assumes no responsibility for any acts or omissions arising from the media placement.

2. Representations and Warranties. Notwithstanding anything to the contrary contained herein, neither party makes any warranties (including the implied warranties of merchantability, fitness for a particular purpose and non-infringement), guarantees, representations, promises, statements, estimates, conditions or other inducements, expressed, implied, oral, written or otherwise except as expressly set forth herein.

Pontiflex does not warrant or guarantee conversion rates, pay-up rates, response rates, placement, or ability to convert the responses into sales. Pontiflex does not warrant or guarantee the profile or demographics of an audience. Pontiflex does not guarantee to match colors, text, and photo image or screen design. Media sites will make commercially reasonable efforts to meet scheduled delivery and online dates but Pontiflex makes no guarantee and accepts no liability for failure to meet said dates.

Advertiser/Agency does not warrant or guarantee that the operation of any or all web sites owned, controlled, or operated by Advertiser/Agency, whether in Advertiser/Agency’s name or otherwise, will be uninterrupted or error-free, and Pontiflex agrees that Advertiser/Agency will not be liable for the consequences of such interruptions, errors or non-processing of orders.

Each party represents and warrants to the other party that: (i) the execution of the Agreement by such party, and the performance by such party of its obligations and duties, do not and will not violate: any agreement to which such party is a party or by which it is otherwise bound, any applicable governmental law or regulation to which it is subject, or any trademark, copyright, intellectual property, or other third party right; (ii) when executed and delivered by such party, the Agreement will constitute the legal, valid, and binding obligation of such party in accordance with its terms; (iii) such party shall render all services to the other party in a professional and workmanlike manner, in accordance with generally accepted industry standards; and (iv) such party acknowledges that the other party makes no representations, warranties, or agreements related to subject matter not expressly provided for in the Agreement.

II. CAMPAIGN CONFIRMATIONS AND CREATIVE

1. Campaign Run. Campaigns will run through flight dates or until lead quantity (if applicable) is reached, whichever comes first. Advertiser/Agency agrees to pay for all leads notwithstanding whether a campaign is extended beyond flight dates.

2. Confirmations. All telephone orders and/or orders placed by Advertiser/Agency must be confirmed by Pontiflex in writing. Advertiser/Agency agrees that Pontiflex may refuse at any time to accept any creative, copy, photographs or illustrations of any kind that in its sole judgment it believes is an invasion of privacy, is degrading, libelous, unlawful, profane, obscene, pornographic, tends to ridicule, embarrass or is in bad taste, or which in its sole judgment is an infringement on a trademark, trade name or copyright belonging to others.

3. Addition of Publishers to Advertiser Insertion Order. If the publishers listed in an Advertiser/Agency IO are not pacing to fulfill contracted campaign volume within the contracted time frame, then commencing at the fifth day of such advertising campaign Pontiflex may add additional publishers to fulfill the campaign within a reasonable time frame.

4. Creative. Advertiser/Agency agrees to submit to Pontiflex all necessary creative for the campaign specified at least seven (7) business days from date this IO is singed by Advertiser. The creative must meet the specifications provided by each participating media site. Any changes to the creative for any ongoing campaign require at least three (3) business days of prior notice. Advertiser/Agency licenses Pontiflex and the media sites to use, reproduce, transmit, and distribute the creative delivered by Advertiser/Agency for publication via Pontiflex solely in accordance with this Agreement. As between Advertiser and Pontiflex and the media sites, Advertiser/Agency will continue to own any and all creative and other materials supplied to Pontiflex by Advertiser/Agency, and nothing in this Agreement shall confer to Pontiflex any right of ownership creative and other materials supplied by Advertiser/Agency. Advertiser/Agency represents and warrants that (a) it is the owner or is licensed to use the creative. (b) the creative is free of any virus or other defects (c) the creative does not and will not infringe any copyright, trademark, patent or other proprietary right. Pontiflex shall have the right with or without notice, to terminate the graphics, text and/or URL contained in any creative at any time and for any reason without liability.

III. PAYMENT/PAYMENT LIABILITY

1. Terms of Payment. Agency shall be joint and severally liable with Advertiser for invoices only to the extent it has first been paid by Advertiser in full for amounts due. Payment terms are subject to prior credit approval. No media can be scheduled for flight until credit is approved or payment is received. Payment is due 30 days from receipt of invoice. Advertiser/Agency will pay for leads delivered under the terms of this Agreement. Any and all sales, use or other taxes shall be the responsibility of Advertiser/Agency. All amounts are in US dollars unless otherwise noted on the insertion order.

2. Counts. Pontiflex’s servers will be the official counter for determining the count of leads delivered under an IO. A valid lead is defined as new-to-file having a valid email address. Advertiser/Agency will be provided with a maximum scrub rate of 5% on delivered leads. In the event that the maximum scrub rate of 5% is reached, Advertiser/Agency will notify Pontiflex to suspend this program and Pontiflex agrees to effect this suspension as quickly as reasonably possible but no later than two (2) business days following notification by Advertiser/Agency. Pontiflex will not resume the program without Advertiser/Agency’s written direction to do so. Leads will be delivered daily in a standard format unless otherwise agreed to in writing by both parties.

3. Late Charges. In the event Advertiser/Agency fails to pay any charges or invoices provides for herein within 30 days when due, all such outstanding charges and invoices shall be subject to a service charge of the greater of $250 per month or 2% per month until paid in full.

4. Indemnification. The parties shall at all times indemnify and hold each other harmless from and against any and all liabilities, obligations, claims, damages, fines, penalties, interest, taxes, causes of action, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, “Claims”), imposed upon or asserted against or incurred by a party, arising out of or in connection with the breach of any representation, warranties or obligations set forth in this Agreement by a respective party. This Paragraph shall survive the expiration or termination of this Agreement.

5. Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN WITH RESPECT TO INDEMNIFICATION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. ANY AND ALL CLAIMS IN THIS RESPECT ARE EXPRESSLY WAIVED. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR MORE THAN THE AMOUNT PAID BY ADVERTISER HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.

6. Reporting. Pontiflex will make commercially reasonable efforts to provide lead count reporting, either electronically or in writing to Advertiser/Agency.

7. Invoicing. Pontiflex will invoice Advertiser/Agency and Advertiser/Agency will pay Pontiflex based on Pontiflex’s delivered lead counts. Advertiser/Agency will have seven (7) days after the end of the month to dispute the invoice. The delivery of a notice of dispute does not permit the Advertiser/Agency to withhold payment for amounts not in dispute with respect to the subject invoice and such undisputed amount must be paid in accordance with Article III, Section 1.

IV. MISCELLANEOUS

1. These Standard Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.

2. In the event of any inconsistency between the terms of an IO and these Standard Terms and Conditions, the terms of the IO shall prevail. The laws of the State of New York shall govern all IO’s. No modification of these Standard Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

3. Any provision of this instrument prohibited by law in any state shall, as to such state, be ineffective to the extent of such prohibition, without invalidating the remaining provisions of this instrument. This Agreement is deemed executed in the State of New York and it shall be governed and construed in accordance with the laws thereof. Advertiser/Agency hereby acknowledge, consent and submit solely to the jurisdiction of the Federal Court, Southern District of New York or New York Supreme or Civil Court, County of New York for resolution of any and all claims or controversies arising hereunder.