1. General.

1.1. This Agreement, in conjunction with the corresponding Insertion Order, shall constitute Advertiser’s understanding that the sole obligation of EzzHosting, Inc., d/b/a EzzMedia (“EzzMedia”) is to promote the Advertiser’s product or services by showing banners, taglines, text links, pop-up ads, pop-under ads, “skyscraper” advertisements, e-mail creative or other creative (“Advertising”) provided by the Advertiser on site(s) across the EzzMedia advertising network (the “EzzMedia Network” or the “Network”). As used in these Terms and Conditions, “Advertiser” means the Advertiser together with its clients and agents. The submission of a signed Insertion Order by Advertiser to EzzMedia is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. Any terms or conditions appearing on Advertiser’s purchase order, acknowledgment or in any other writing received from Advertiser which are different from or in addition to the terms and conditions contained herein are null and void unless signed by an officer of EzzMedia and shall have no force or effect whatsoever and the terms and conditions of advertising as set forth herein shall govern. Advertiser agrees that EzzMedia may, but is not obligated to, display Advertising across the entire EzzMedia Network or on specific site(s) and that daily campaign activity begins at the date and time set forth on the Insertion Order. EzzMedia may, at its option, modify the flight date of a campaign(s) if the Advertising or linking URL’s are not delivered or that there are delays due to 3^rd ad-party serving, inventory fluctuation or other issues.

2. Delivery Measurement Standards.

2.1. EzzMedia will use commercially reasonable efforts to deliver the impressions stated in the Insertion Order in accordance with this Agreement and will use commercially reasonable efforts to deliver the impressions starting with the start date and ending with the end date set forth in this Insertion Order, and will make commercially reasonable efforts to spread such impressions evenly throughout the term of the Agreement unless otherwise instructed by Advertiser.

2.2. CPC (Cost Per Click)/CPM (Cost Per 1,000 Impressions)/CPL (Cost Per Lead): Unless otherwise agreed upon in writing, all invoices created by EzzMedia for work performed and delivered shall be in accordance with the advertising campaign pricing model identified on the Insertion Order and in accordance with measurement and tracking of EzzMedia. EzzMedia will provide support documentation to Advertiser upon the Advertiser’s request. Using EzzMedia tracking data, impressions and/or clicks/downloads-delivery guarantees will be considered met.

2.3. If Advertiser requests and is approved by EzzMedia prior to the campaign going active to utilize the Advertiser’s other third party tracking and measurement systems (“Third Party Tracking”), the Advertiser agrees to provide to EzzMedia a working login and password to access the Advertiser’s information in real time; provided, that EzzMedia shall continue to track data impressions and/or clicks/downloads utilizing its own measurement and tracking methods. If there is a discrepancy between EzzMedia’s measurement and tracking and the Third Party Tracking such that EzzMedia’s monitoring indicates levels of five percent (5%) or more in excess of the Third Party Tracking levels, the trafficking and monitor shall automatically default to EzzMedia numbers. Furthermore, if working login for the Third Party Tracking is not available or access thereto is changed, all numbers shall default to EzzMedia tracking data.

2.4. Over delivery. Advertiser agrees that in the event of over delivery, Advertiser will pay for any units delivered over the specific contract units ordered up to five percent (5%) of the specific contract units ordered.

2.5. CPA (Cost Per Acquisition). For CPA campaigns, unless otherwise agreed upon, acquisitions or transactions shall be determined in accordance with Section 3 below by agreement between EzzMedia and the Advertiser using various methods, including placement of tracking pixel on the Advertisers’ confirmation page. EzzMedia reserves the right to cancel any agreement if EzzMedia determines any technical incompatibilities.

3. Pixel Placement and Campaign Reporting (for CPA campaigns only).

3.1. With respect to CPA campaigns, Advertiser agrees to place a tracking pixel, provided by EzzMedia, on their “Confirmation Page”. This tracking pixel is activated each time the Advertiser’s Sign-Up page is completed and the Confirmation / Thank You page is displaced (or such similar confirmation of the completion of the agreed-upon action is completed). The Advertiser agrees to pay for each submission that results in the display of their Confirmation / Thank You page. Advertiser also agrees to supply EzzMedia, via their EzzMedia Account Representative, daily lead totals for the first two (2) weeks of their campaign and at least weekly thereafter. This daily information shall serve as confirmation that the tracking pixel system is enabled, as well as ensuring accuracy between EzzMedia and the Advertiser’s daily counts. It is the Advertiser’s responsibility to filter data such that unacceptable or incorrect submissions are limited or screened completely. Advertiser shall acknowledge all filters in place that may limit submission of data. In addition, Advertiser understands any filtering that may occur must be implemented in real time and prior to display of the Confirmation / Thank You page. No credit shall be given for any unacceptable or incorrect data accepted by the Advertiser and confirmed by the EzzMedia pixel tracking technology for any reason, including, but not limited to: incorrect data, invalid data or unacceptable conversion rates.

4. Payment, Credit and Cancellation Terms.

4.1. Unless otherwise agreed in writing, all invoices created by EzzMedia for work performed and delivered shall be in accordance with measurement and tracking described in Section 2 or, with respect to CPA campaigns, Section 3. All payments will be made in advance unless agreed upon otherwise or credit is approved and EzzMedia is under no obligation to perform agreed upon services until payment is received. Upon approved credit, terms are Net 15 from date of invoice.

4.2. Either party may cancel this Agreement upon providing two (2) week’ written notice via e-mail, fax or U. S. Mail. If Advertiser terminates a campaign early, no program discount will apply and payment in full for work performed and delivered through the end of the campaign will be owed and immediately due and payable in full. In the event the monies payable to EzzMedia is less then $5,000.00USD advertiser as the right to ether pay $5,000.00USD to EzzMedia or continues the agreement until $5,000.00USD payable earned by agreement to EzzMedia.

4.3. If Advertiser fails to pay overdue invoices for previous campaigns, EzzMedia reserves the right to immediately terminate any active campaigns. In addition, in connection with any such termination, in addition to the obligations under Section 4.7 below, Advertiser shall pay to EzzMedia a termination fee equal to the greater of $1,000 or an amount equal to 15% of the overdue invoices outstanding at such time.

4.4. In the event Advertiser pays with credit card, Advertiser expressly agrees not to charge back on credit card account. Advertiser agrees to follow dispute resolution agreement as specified in Sections 11 and 4 herein.

4.5. All payments must be made in U. S. funds.

4.6. Prepayment Campaigns. Where Advertiser prepays EzzMedia for ad serving payment or for any advertising campaign or other service to be provided by EzzMedia, that payment first is allocated to the campaign designated on the Insertion Orders. If there are additional unpaid invoices, EzzMedia reserves the right to allocate Advertisers’ prepaid dollars to pay balances on overdue invoices.

4.7. Overdue accounts will be charged a 1.5% per month (18% per year) finance charge, and are subject to collection. Advertiser agrees to reimburse EzzMedia for all of EzzMedia’s costs incurred in collecting any unpaid charge under this Agreement, including but not limited to attorney’s fees, court costs and other fees reasonably incurred in connection with the collection or enforcement of payment obligations under the Agreement.

5. Certain Limitations.

5.1. Advertiser acknowledges and agrees that EzzMedia may enter into advertising agreements with third parties that may be competitors of Advertiser or which may advertise similar products or services.

5.2. EzzMedia reserves the right, at its absolute discretion and at any time, to reject or delete any advertising or other copy or materials, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the content of the advertisement or any technology associated with the advertisement.

5.3. EzzMedia guarantees a quantity of visits, impressions, circulation or other usage of the Advertisement only if expressly so stated on the applicable Insertion Order. If not, EzzMedia makes no guarantee or representation as to such activity, nor as to the use of any particular tracking or information-gathering devices.

5.4. Insertion Orders containing terms, rates or conditions in addition to or conflicting with those contained herein may be accepted but such terms, rates or conditions are not binding on EzzMedia unless EzzMedia has specifically agreed to them in writing.

6. Limitation of Liabilities.

6.1. EZZMEDIA SHALL NOT HAVE ANY LIABILITY TO THE ADVERTISER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING BUT NOT LIMITED TO CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT EZZMEDIA’S LIABILITY CAN NEVER EXCEED THE CHARGE FOR THE ADVERTISEMENT IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EZZMEDIA MAKES NO OTHER WARRANTIES TO ADVERTISER AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADVERTISER EXPRESSLY UNDERSTANDS AND AGREES THAT EZZMEDIA DOES NOT WARRANT THAT THE ADVERTISEMENTS ARE FREE OF CLAIMS OF PATENT, TRADEMARK, TRADE SECRET, OR COPYRIGHT INFRINGEMENT BY A THIRD PARTY.

7. Indemnification.

7.1. All Advertising has been accepted and published upon the representation that the Advertiser is authorized to publish the entire contents and subject matter thereof. Advertiser agrees to indemnify, defend, and hold EzzMedia, its employees and representatives harmless from and against any and all liability, loss, damage and expense for any claim or suits for libel, defamation, violation of rights of privacy, plagiarism, attorney’s fees, trademarks, copyright infringement, unauthorized content (including text illustrations, representatives, sketches, maps, labels, or other copyrights matter) contained in Advertising or the unauthorized use of any person’s name or photograph, or in any other manner arising from EzzMedia reproduction, publishing, distribution or transmission of such Advertising pursuant to Advertiser’s submission, or the linkage of any Advertisement to any other material, or the loss, theft, use or misuse of any credit or debit card or other payment, financial or personal information.

7.2. Advertiser understands that EzzMedia in due diligence cannot monitor all EzzMedia Host sites for appropriate content and EzzMedia may not be held responsible for the content of any Host site or of any software or publisher on which any Advertising may be placed. If Advertiser reasonably determines that the placement of any advertisement by EzzMedia hereunder harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, including, but not limited to, association with web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials, then EzzMedia shall use commercially reasonable efforts to remove such advertisement promptly following Advertiser’s notice thereof to EzzMedia; provided, however, that if EzzMedia reasonably believes that removal of an advertisement from a site will have a material impact on EzzMedia’s ability to deliver advertisements in accordance with the Insertion Order, EzzMedia may condition such compliance on Advertiser providing an extension of the flight dates.

7.3. Advertiser guarantees that data regarding consumers gained by this campaign will be only used for legal purposes and Advertiser will indemnify, defend and hold harmless EzzMedia from any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation reasonable attorney’s fees) which result from any claim of damages brought or sought against EzzMedia that alleges consumer data gained by this campaign was used for any purpose in violation of any applicable laws. The indemnity obligations of this paragraph are contingent on EzzMedia giving prompt written notice of any such claim. EzzMedia will have sole control over the litigation or settlement of such claim. The provisions of this Paragraph 7 shall survive the termination of this Agreement.

8. Force Majeure.

8.1. EzzMedia is not liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond EzzMedia’s control affecting production or delivery in any manner.

9. Confidentiality.

9.1. Parties have disclosed or may disclose to each other information relating to each party’s business (including, without limitation, data and other information pertaining to publisher sites, affiliates and vendors that are or have been part of the EzzMedia Network), all of which to the extent previously, presently or subsequently disclosed to each other is “Proprietary Information.” Proprietary Information does not include information that each party can document (a) is or becomes, through no improper action or inaction of each party or its Representatives (as defined below, generally known by the public, (b) was in its possession or known by it without restriction prior to receipt from the other party or (c) becomes available to a party from a source other than the other party or its Representatives having no obligation of confidentiality. For purposes hereof, “Representatives,” when used with respect to either party, means that party’s affiliates, agents, officers, directors, consultants and employees. Parties agree (i) to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions each party employs with respect to its most confidential materials), (ii) not to make any use whatsoever at any time of such Proprietary Information, except for the purpose of evaluating the results of Advertiser’s advertising campaign, (iii) not to copy any Proprietary Information for any purpose whatsoever without written permission from each party, and (iv) not to divulge any Proprietary Information or any information derived therefrom to any third party or employee, except those of each party’s employees who have a legitimate “need to know” and are bound in writing to the restrictions herein. Each party will be responsible for a breach of this Agreement by any of its Representatives. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of Propriety Information and will cooperate with the other party in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorized use.

10. Proprietary Relationships.

10.1. EzzMedia has proprietary relationships with the publishers that make up the Network. With the exception of reasonably documented, pre-existing relationships with direct publishers or networks or relationships entered into in the ordinary course of Advertiser’s business, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that the Advertiser knows, or has reason to know, is a publisher on the Network for the purpose of offering to such publisher products or services that compete with those of EzzMedia, including, without limitation, the placement or hosting of advertising in any form without the express, written consent of EzzMedia. Advertiser understands that in the event of a breach of the foregoing representations by Advertiser, EzzMedia shall be entitled to injunctive or other equitable relief as a remedy therefor, without the necessity of posting a bond with respect thereto. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages, and EzzMedia shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material, bargained for basis of this Agreement and has been taken into account in each party’s decision to enter into this Agreement.

11. Choice of Law and Venue.

11.1. It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by Florida law without respect to conflict of law provisions. The parties further agree to submit to personal jurisdiction in the courts of the State of Florida as such courts shall serve as the exclusive venue for all dispute resolution. The prevailing party of any litigated dispute arising out of or relating in any way to this Agreement shall receive its reasonable attorney’s fees, together with its costs and expenses incurred resolving the dispute as part of the judgment.

12. Entire Agreement.

12.1. This Agreement, together with the Insertion Order(s) incorporated by reference, embodies our entire agreement, supersedes all prior oral and written agreements, and may not be amended or modified except by an agreement signed by both parties. This Agreement may be executed in any number of counterparts and facsimile copies, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. In the event that any of the provisions included herein are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any notice or report required or permitted by this Agreement shall be made by personal delivery or fax to then operating fax number or business address.

12.2. Failure of either party to require strict performance by the other party of any provision shall not effect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

13. Press Releases.

13.1. Advertiser is willing to collaborate with press releases and/or be mentioned as a new client.

14. Survivability.

14.1. Clauses 6, 7, 9 and 11 shall survive in perpetuity after the termination of this Agreement by either party; Clause 10 shall survive for six (6) months from such termination.

17. Privacy. Publisher shall support EzzMedia’s commitment to protect the privacy of the web surfer community; such commitment is set forth in EzzMedia’s Privacy Statement.

In addition, Publisher agrees to provide a brief explanation on its privacy page or within its privacy statement explaining that it allows EzzMedia to serve ads on its web pages.