Advertiser Master Services Agreement

This Master Services Agreement (“MSA”) is entered into by and between Conversant, Inc. (“Conversant”) and Advertiser for the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged. Company and Advertiser agree to be legally bound as follows:

1. Agreement

This MSA and subsequent campaign specific insertion order(s) (“Insertion Order”), shall define the Company’s and Advertiser’s obligations with respect to Company’s delivery of advertising campaigns and promotions (“Campaigns”) on behalf of Advertiser. The execution of an Insertion Order by Advertiser is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. All rates quoted, orally or through written communications are only valid fourteen (14) days from the date of such statement (or, if accepted, during the term of the applicable Insertion Order).

2. Advertiser’s Creative

(a) Advertiser is solely responsible for the substantive content of each advertisement. The content must be in compliance with the “Advertising Guidelines” available at Except as provided herein, no less than ten (10) business days for any Mobile Campaign and three (3) business days for any Display Campaign prior to the applicable Campaign’s start date, Advertiser shall provide all creative and substantive materials (“Creative”) required for marketing the Campaign, including but not limited to: banners, language/text for promotional e-mail text, links, fields, video, rich media, and any other creative content as required. For any Creative with respect to any Campaign, Conversant shall have the right to place the Advertising Option Icon over Advertiser’s Creative and display enhanced notice and choice in order to comply with the Digital Advertising Alliance’s (“DAA”) Self-Regulatory Principles for Online Behavioral Advertising found at (“DAA Principles”). If Advertiser requests that Company instead retrieve any Creative on Advertiser’s behalf, Company performs this service solely as a courtesy and Advertiser shall remain fully responsible for all Campaigns delivered even if Company retrieves the wrong creative. Advertiser will own and have right and title to its trademarks, services marks, names, and logos (collectively “Advertiser Marks”). In the event Company develops any Creative for Advertiser, any other logos, designs, or other promotional artwork (collectively “Company Content”) used to create such Creative by Company for use directly in connection with Advertiser’s Marks is Company’s work product and shall belong entirely to Company and may not be used for any other use or by any other party without Company’s consent. Advertiser grants to Company a non-exclusive worldwide and royalty-free license to use, execute and copy for the purposes outlined in this MSA all pre-existing Advertiser’ Marks contained in the Company Content. Any Company Content created by Company shall be at the mutual, written (email acceptable) approval of Company and Advertiser.

(b) Advertiser agrees to confirm the correct function of all Creative supplied to Company within one (1) business day the Campaign start. If no confirmation is received within this time frame, Company will assume that Creative is functioning properly and Advertiser agrees to pay for all impressions, clicks or leads derived from the Creative as measured by Company.

3. Advertiser’s Campaign

(a) Conversant in due diligence cannot monitor all websites and video content for appropriate content and makes no representations with respect to user-generated content on any website or video within its and its third party network. Advertiser understands that if it reasonably determines that the placement of any Campaign by Company harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, then Company shall use commercially reasonable efforts to remove such Campaign promptly following receipt of Advertiser's written notice thereof to Company; provided, however, that if Company reasonably believes that removal of a Campaign will have a material impact on Company’s ability to perform in accordance with the applicable Insertion Order, Company may condition such compliance on Advertiser providing an extension of the flight dates or other accommodation.

(b) Advertiser may cancel an advertising Campaign upon written notice to Company’s Account Manager and such cancellation shall be effective two (2) business days after Company’s receipt of Advertiser’s written notice. Advertiser agrees to pay for all impressions served or clicks or leads derived through the effective date of cancellation.

(c) Advertiser agrees to allow Company to make changes or alterations to the Creative solely for the purpose and intent of matching it to the medium of delivery. Company may, at its option, modify the flight date of a Campaign if the Creative or linking URL’s are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation or other issues beyond its control.

(d) Advertiser hereby grants to Company, and its third party publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Campaign(s) in connection with its obligations herein .

(e) Company reserves the right to pause any Campaign that does not meet or satisfy Company’s performance expectations, operational requirements or for any other reason effective upon notice to Advertiser. After notification, Company may pause the Campaign for a maximum of five (5) business days during which time Advertiser and Company will work together to address Company’s concerns, including but not limited to testing new Creative and/or changing rates. Company will not make changes to original Insertion Order specifications or Creative without Advertiser’s express written approval. If during or following the pause period Company deems, at its sole discretion, that the Campaign will not meet minimum performance expectations or operational requirements, Company reserves the right to cancel Advertiser’s Campaign following one (1) business day written notice to Advertiser. For pre-paid Advertisers, Company will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).

(f) Any advertising and marketing rights not specifically granted to Advertiser herein are specifically reserved by Company. Without limiting the generality of the foregoing, Company expressly reserves the right, upon notice to Advertiser, to: (i) refuse any advertising request, cancel any Campaign, or change any Campaign that does not completely conform to every material detail, instruction, method, and guideline set forth in the Insertion Order; (ii) refuse any Creative that does not arrive three (3) business days for any Display Campaign and 10 business days for any Mobile Campaign prior to the start date; (iii) refuse or cancel the use of any Campaign that it deems, in its reasonable discretion, inappropriate or fails to comply with the Advertising Guidelines; (iv) refuse at any time to publish or transmit any copy, photograph or illustration of any kind for any reason; (v) refuse any advertising request or cancel any Campaign that is or can be hosted by any directly or indirectly competitive network; (vi) refuse or cancel any Campaign which redirects traffic to a website other than the site specifically identified in the Insertion Order; or (vii) refuse or cancel any Campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the Insertion Order. All Campaigns are subject to capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, Creative performance, and market pricing limitations. Any Campaign rejected by Company may be replaced by Advertiser; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Campaign that it is to replace. Company shall have no liability to Advertiser for failure to place any Campaign on its or any third-party publisher’s network.

4. Display Advertising Campaigns

(a) Creative for display advertising may be placed on non-mobile websites, mobile applications, and /or mobile websites unless otherwise expressly designated in an Insertion Order. Advertiser acknowledges that, except as otherwise agreed in writing, Company will host the Campaign and provide the tracking solution. Company’s tracking count shall be used for all purposes under this MSA. Company shall have the right to place pixels on Advertiser’s website and/or application as may be required to measure activity, track and/or measure consumer response to the Campaign and provide estimated live statistics. The technical specifications of the tracking system and its delivery methods must be met to the reasonable satisfaction of Company before any advertising or ad-serving will be provided by Company and any data collected shall be jointly owned by Advertiser and the Conversant Companies. If Advertiser removes or manipulates the pixels at any time during the Campaign without express written permission from Company, Company may suspend performance and, if applicable, Advertiser agrees to pay Company for the days during which the pixels were absent or manipulated based on the average daily conversion measurements (using daily click counts, impressions, and/or conversions for the seven (7) days prior to the pixels being removed or manipulated).

(b) In the event that there is a shortfall in impressions or click-throughs as of the Campaign stop date, Company may, through comparable websites and/or applications, provide as Advertiser’s sole remedy, “make good” impressions until the number of impressions or click-throughs stated in the Insertion Order is achieved.

(c) Where Advertiser’s tracking mechanism is used, Advertiser shall provide a login where Company can retrieve daily and month’s end summary reports reflecting the exact number of units delivered. Company, in its reasonable discretion and in consultation with Advertiser, will determine the form of such reports.

(d) With respect to Mobile cost per download (“CPD”), Conversant may require Advertiser install a download tracking code or server-side download programmed by Conversant. Advertiser is solely responsible for installation and use of such downloads and may not make any modification thereon.

(e) For Campaigns utilizing video, Company shall have the right to place pixels on the Creative as may be required to measure the video’s activity, track and/or measure consumer response to the Campaign and provide estimated live statistics to Company. Company reserves the right to modify the video Creative provided by Advertiser solely for format or file conversion purposes without the consent of Advertiser. The Creative specifications and video advertising formats accepted by Conversant for Display Campaigns are located at; and for Mobile Campaigns at Company may place Creative on any content video that may be auto-play or consumer initiated. In the event Conversant delivers companion banners associated with a video Creative, it is value added and is not guaranteed or subject to make-goods. Payment due to Company for impressions is based on the consumer’s “opportunity to see” and not any specific length of time the video advertising runs.

5. Lead Generation - Co-Registration Campaigns

(a) With respect to any lead generation co-registration Campaigns (“Co-Registration Campaigns”), it is the Advertiser’s responsibility to confirm that the data fields delivered match the data fields enumerated on the applicable Insertion Order or similar document (“Co-Reg Leads”). In the event there is a maximum amount of Co-Reg Leads that Advertiser can reject with respect to such Co-Registration Campaign, such maximum amount (“Maximum Rejected Leads”) shall be delineated in the applicable Insertion Order and Advertiser must pay for all Co-Reg Leads in excess of the Maximum Rejected Leads. Advertiser must report any discrepancies related to such Co-Registration Campaigns to Conversant (“Disputed Leads”), including any proof of server bounce response for any Disputed Co-Reg Leads no later than five (5) days of the occurrence. Conversant is not liable for any discrepancies not reported within this time frame and Advertiser waives all right, title, and intent to dispute payment to Conversant based upon any discrepancy not reported within this time frame. All discrepancies must be reported to Conversant in writing. If Advertiser desires to seek credit for any incomplete data provided by Conversant to Advertiser for a Co-Registration Campaign, Conversant agrees to review the disputed data. Conversant will make a reasonable effort to investigate and negotiate reconciliation for confirmed incomplete data. All Co-Registration Campaigns, including co-registration forms and Creative, shall be in compliance with all applicable laws, rules and regulations and this MSA.

(b) In the event that Advertiser uses any portion of the data/Disputed Leads in any marketing program, Advertiser also will pay the fee for such Disputed Leads. Conversant will have the right to “seed” the data/Disputed Leads provided to Advertiser with fictitious test names (which will not complete the verification process) in order to assure compliance with this provision.

(c) Advertiser acknowledges that the each Co-Reg Lead is for consumers who have indicated an interest in Advertiser while visiting a Conversant or Conversant affiliated website and that Advertiser may continue to market its products and services to such consumer, until the consumer unsubscribes or otherwise indicates a desire to no longer receive such communication. Advertiser further acknowledges that consumers who have elected to co-register or sign-up with Advertiser also may have elected to co-register and/or sign up with Company and/or its affiliated publishers, and may have elected to co-register and/or sign up with additional advertisers. Therefore, Advertiser acknowledges that Company and its affiliated publishers or advertisers, as applicable, retain all rights to market and communicate to such consumers, consistent with their policies and procedures.

6. Lead Generation - CPA Campaigns

(a) With respect to any lead generation cost per action (“CPA”) Campaigns (“Lead Generation CPA Campaigns”), such Campaigns shall be payable only on leads that are deemed valid as set forth in the related Insertion Order and this MSA and that are not reversed under Section 6(b) (“CPA Lead”). All lead generation CPA Campaigns, including any Creatives, shall be in compliance with all applicable laws, rules and regulations and this MSA. Conversant may require that Advertiser install a tracking pixel (“Tracking Pixel”), which will be programmed by Conversant with the criteria for valid CPA Leads. Advertiser is solely responsible for installation and use of the Tracking Pixel and may not make any modification to the Tracking Pixel. CPA Leads will be deemed valid as tracked by the Tracking Pixel. In the event that the Tracking Pixel is not properly installed or if there is any unauthorized modification (“Tracking Error”) made by Advertiser, Advertiser shall have three (3) calendar days to correct the same and notify Conversant of such correction. Failure to make such corrections will result in all CPA Leads tracked being deemed valid. Conversant reserves the right to make additional equitable adjustments to the number of valid CPA Leads as a result of such Tracking Error. No CPA Lead reversals will be permitted for CPA Leads which result from Tracking Error. If the Tracking Pixel is not used, a CPA Lead will be deemed valid if it conforms to all requirements of Conversant’s then current CPA Lead Validation Policy, available at

(b) For Conversant, valid Leads may be reversed in accordance with Conversant’s then current Lead Reversal Policy, available at Notice must be provided to Conversant for any CPA Leads reversed.

(c) Advertiser must provide a monthly CPA report for all Conversant CPA Lead Generation Campaigns placed by Advertiser with Conversant (“Monthly Report”). The Monthly Report is due on or before the fifth business day of the month following the month in which the CPA Lead Generation Campaign was delivered. Advertiser is liable for any CPA Lead reversal not reported within this time frame and Advertiser waives all right, title, and intent to dispute payment to Company based upon any CPA Lead reversal not reported within this time frame. The Monthly Report shall include gross CPA Lead totals and a CPA Lead reversal file summary. The CPA Lead reversal file summary must include: all submitted data, the referring affiliate’s identifier (“Sub ID”), date of CPA Lead generation, and a specific non-generic reversal reason as permitted in the relevant insertion order or Conversant’s CPA Lead Reversal Policy (e.g. “incorrect phone”, or “incorrect address”, not “bad data”). Final counting and tracking of CPA Leads for billing purposes will be based on Conversant’s internal tracking procedures or Advertiser’s Monthly Report data of valid CPA Leads, whichever is higher.

7. Lead Generation - Search Campaigns

(a) For CPA, CPL and/or CPC campaigns, advertising will be displayed in response to keyword searches through Conversant’s search program as specified in an Insertion Order. Unless otherwise provided in the Insertion Order, Conversant shall have sole discretion to select, place or withhold bids on Advertiser’s keywords with participating search engines. All content provided is subject to the conditions and warranties stated herein. Advertiser shall be responsible for any and all keyword search terms provided to Conversant. Advertiser expressly represents and warrants that bidding on and/or use of any keyword search terms provided hereunder will not violate any third party rights, including trademark and other intellectual property rights.

(b) Conversant makes no guarantees or warranties with respect to its ability to deliver the volume requested in the Insertion Order related to Advertiser's Campaign. Conversant’s tracking mechanism shall be used for all search Campaigns, provided that in the event that Advertiser’s count exceeds Conversant’s by more than ten percent (10%), the parties shall confer in good faith to investigate the matter but, absent an error, the average of the two tracking counts shall be applied.

8. Lead Generation - Email Marketing

Each Campaign that will be distributed via email shall contain the Advertiser’s postal address and a functioning unsubscribe mechanism which, when activated by a user, will actually and permanently remove the user’s email address from the Advertiser’s database and, where provided, a non-misleading and accurate “Subject Line” and/or “From Line.” Advertiser shall maintain a master suppression list that includes the email addresses of all users that have activated the Advertiser’s unsubscribe link or otherwise asked to be removed from Advertiser’s email list. Advertiser shall provide such master suppression list to Conversant at the start of the Campaign, and shall update and send such suppression list in real time or if not possible to send in real time, no later than three (3) days, to Conversant each time a user has requested to be unsubscribed (through the link or otherwise) in the format specified by Conversant so that Conversant and its affiliates may sync up their own master suppression lists against Advertiser’s suppression list.

9. Billing

(a) Upon approved credit, terms are net 30 from date of invoice (which may be sent by email and/or postal mail). All payments must be in the currency as invoiced. Where payment is made by credit card, Advertiser expressly agrees not to charge back any amounts and will instead follow the dispute resolution procedures as specified herein. In the event that Advertiser is more than seven (7) calendar days past due on its account, Company is under no obligation to perform agreed upon services until payment is received. Company may, in its discretion, charge the total amount then due and owing to Advertiser’s credit card account.

(b) In the event of a dispute regarding amounts due, or upon failure of a third-party’s tracking mechanism Advertiser agrees that Company’s tracking count shall be applied. Only invoices sent directly to Advertiser are to be construed as representative of billable amounts. In the event that Company does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. Advertiser acknowledges Company’s reliance upon this provision in making payments to Company network participants.

(c) Any late payments will accrue interest equal to one percent (1%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. Advertiser will be charged $25 for payments by checks that are returned due to insufficient funds. Company shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, as permitted under California law, expenses and costs) incurred in attempting to collect payment from Advertiser.

(d) Advertiser acknowledges that Company has a presence in multiple states and as a result a nexus for affiliate tax obligations may be established. Advertiser is responsible to pay any such affiliate tax and any and all taxes arising out of the advertising excluding Company’s revenue. Advertiser is solely responsible for corresponding with a tax advisor regarding its tax obligations.

10. Advertiser Warranties

(a) Advertiser represents and warrants that with respect to all Campaigns, including Co-Registration Campaigns and CPA Lead Generation Campaigns: (i) it holds all necessary rights to permit the use, reproduction, distribution, transmission or display of all Creative provided to Company under this MSA and any materials to which users can link through to from such Creative, or any products or services made available to users through the Creative and such Creative will not (A) violate any law (including but not limited to the Federal Trade Commission Act, CAN-SPAM Act of 2003 and/or any applicable rules or regulations of the Federal Trade Commission and/or relating to online privacy), give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party (collectively “Unlawful Conduct”); (B) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct (collectively “Offensive Conduct”); or (C) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct; (ii) with respect to any Campaign governed by this MSA, the use, reproduction, distribution, transmission or display, including Company Content, of such Campaign, including any Creative, any materials to which consumers can link through to from such Creative, or any products or services that are the subject to such Campaign, do not violate any laws, rules and regulations, including those applicable to privacy and data security, applicable to any country designated by Advertiser to be targeted with respect to such Campaign (“Laws”), or give rise to any criminal or civil liability under such Laws; (iii) it has a reasonable basis for all claims made within the Creative, such Creative contains all disclosures required by Laws, and it possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Campaigns; (iv) the application and/or landing page for each Campaign (i.e., the Advertiser’s website page where a consumer is directed when the consumer clicks on the Creative, fills in a registration form or takes a similar action) contains a prominent link to Advertiser’s privacy policy, which policy is easy to understand and which provides, at a minimum, adequate notice, disclosure and choices to consumers regarding Advertiser’s and its business partners’ use, collection, disclosure and security of the consumer’s information and offers the consumer an opportunity to opt out from such collection and use of the information; (v) all consumer data collected pursuant to this MSA shall only be used for legal purposes; (vi) with respect to and as applicable to each of its Campaigns delivered pursuant to the terms of this MSA, it shall be in compliance with the IAB Code of Conduct and the DAA Principles and it shall clearly and conspicuously post notice on its website(s) regarding the collection, transfer and use of data collected on such website(s) by it and third parties, including an appropriate choice mechanism, that is in compliance with the 2008 Network Advertising Initiative’s Principles, as amended; (vii) no data collected pursuant to this MSA shall be used for online preference marketing based on a consumer’s medical condition absent their express consent obtained after clear and conspicuous notice of such potential use; (viii) with respect to each Co-Registration Campaign and CPA Lead Generation Campaign, Advertiser shall include a clickable link to its privacy policy within the Creative and no Creative shall contain any incentivized nor “free” offers that are in violation of the Interactive Advertising Bureau’s best practices guidelines for lead generation and FTC guidelines; (ix) with respect to Co-Registration Campaigns that include the collection, retention and use of personal health information as defined at 45 C.F.R. §160.103 (“PHI”), Advertiser acknowledges and agrees that (A) Advertiser shall be in compliance with all applicable laws, rules and regulations, including without limitation, HIPAA (“Applicable Laws”), and (B) Advertiser, not Company, shall provide a consumer or any other entity, as required by Applicable Laws, with access to such consumer’s PHI and personally identifiable data upon request or as otherwise required by Applicable Laws; (x) no Campaign is targeted to children under the age of thirteen (13) and/or offers products or services that are illegal for minors to buy, possess or participate in; and (xi) it will not load any computer program onto an individual’s computer or mobile device, in connection with the Campaign, including without limitation programs commonly referred to as adware or spyware but excluding cookies (provided that cookies are disclosed in Advertiser’s privacy policy), without Company’s prior written approval and the individual’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded.

(b) If Advertiser utilizes an electronic signature (“E-Signature”), it agrees that its E-Signature is the legal equivalent of its manual signature on all contracts and shall be construed as an acceptance of the terms. In the event that an E-Signature does not result in a signature, any automated mechanism that is used by the Advertiser in order to confirm the acceptance of a contract, Insertion Order, or any amendment will be the legal equivalent of an original signature and will be construed as an acceptance of the terms. Advertiser also agrees that no certification authority is necessary to validate its E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of its E-Signature or any resulting contract between Company and Advertiser. Advertiser further agrees that each use of its E-Signature constitutes its agreement to be bound by the terms and conditions of the Insertion Orders as they exist on the date of the E-Signature.

(c) Advertiser acknowledges and agrees that Company is merely a venue which facilitates relationships between the Advertiser and publishers. Company does not pre-screen the Creative for inclusion on the Company network and it shall not be responsible for policing, monitoring, or editing any Creative.

(d) Advertiser agrees to indemnify and hold Company, its third party publishers and list providers and their respective affiliates, employees, officers, agents, directors and representatives (“CIP”), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) arising out of or related to any breach of warranty or breach of this MSA. The indemnity obligations of this paragraph are contingent on CIP giving prompt written notice of any such claim. CIP will have sole control over the litigation or settlement of such claim.

11. Mutual Warranties

Each party represents and warrants that it (i) has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this MSA; and (ii) and that its performance hereunder will fully comply with all applicable laws, rules and regulations, including but not limited to the CAN-SPAM Act of 2003. Any agency executing this MSA on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and remains jointly and severally liable for all obligations under this MSA.

12. Limitations of Warranties and Liability



(c) The provisions of this Section 12 are an essential element of the benefit of the bargain reflected in this MSA.

13. Termination

Either party may terminate this MSA without cause upon thirty (30) days written notice to the other party. Termination of this MSA shall not relieve Advertiser from its obligation to pay the greater of (i) any fees that have accrued prior to the date of termination; (ii) any minimum contract price specified in the Insertion Order(s) less any amount previously billed to and paid by Advertiser; or (iii) its obligations under any Insertion Orders for which performance has commenced which have not been terminated pursuant to the terms thereof. Such amount shall be payable within fifteen (15) days of contract termination. The parties agree that any applicable minimum contract price is fair and reasonable compensation for Company’s costs associated with implementing Advertiser’s Campaign. Company reserves the right to suspend performance in the event that it feels, in good faith, insecure about Advertiser’s ability or intention to perform under this MSA. The forgoing notwithstanding, Company reserves the right to suspend and/or terminate this MSA immediately in the event that (i) Advertiser violates the terms set forth in Sections 10, 11, or 14; or (ii) Advertiser and/or its affiliated entities is either in material breach of any obligation under a contract with or in litigation with any Conversant company.

14. Proprietary Matters

(a) Each party agrees that, for a period of one (1) year from the receipt of any Confidential Information (as defined below) from the other party (“Disclosing Party”) hereunder, such party (“Receiving Party”) shall use such information only in connection with and in furtherance of the purposes of this MSA and shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of information received which is marked or identified (orally or in writing) as confidential, or any information that should, under the circumstances surrounding disclosure, reasonably be treated as confidential (“Confidential Information”). The fact that Confidential Information does not carry a proprietary legend, or is transmitted orally, shall not act as a waiver to deprive such information from protection under this MSA. Confidential Information does not include information that the Receiving Party can document: (a) is or becomes (through no improper action or inaction of the Receiving 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; (c) becomes available to it from a source other than the other party or its Representatives having no obligation of confidentiality. (“Representatives,”) when used with respect to either party, means that party’s affiliates, agents, officers, directors, consultants and employees); or, (d) is requested pursuant to a legal or governmental order or subpoena; provided, however, the Receiving Party shall utilize reasonable efforts to notify the Disclosing Party of such order or subpoena in the event the Disclosing Party desires to seek a protective order. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with the other party in every reasonable way to help regain possession of such Confidential Information and prevent its future unauthorized use.

(b) With the exception of reasonably documented, preexisting relationships with direct publishers or networks, or relationships entered into in the ordinary course of Advertiser’s business, during the term of this MSA and for a period of six (6) months thereafter, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that Advertiser knows, or has reason to know, is a publisher on Company’s network for the purpose of obtaining the placement or hosting of advertising in any form without the express, written consent of Company. In addition, Advertiser shall not directly or indirectly disparage the Company, or any Conversant Companies or any of its or their officers, directors, agents, employees, contractors, attorneys, representatives, or any of the Company's products or services in any manner, at any time, to any person or entity.

(c) The parties agree and understand that a material breach of this Section 14 will cause the non-breaching party to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the parties agree that in such event, the non-breaching party will, in addition to all other remedies, be entitled to seek preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond and/or shall be entitled to a decree of specific performance of the terms of this MSA against the party who has breached or threatened to breach the agreement. In addition, Advertiser acknowledges that a breach of the non-circumvention provisions stated herein, could harm Company’s proprietary relationships, and, therefore, agrees to pay Company an additional commission equal to what the Company would otherwise have earned had Advertiser not violated such provision. The foregoing remedies are a material, bargained for basis of this MSA and have been taken into account in each party’s decision to enter into this MSA.

15. Force Majeure

Neither party shall be liable for, or considered in breach of or default under this MSA on account of, any delay or failure to perform as required (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of the Company network to display or place a Campaign); provided that the non-performing party gives reasonably prompt notice under the circumstances of such condition(s) to the other party.

16. Dispute Resolution

This MSA shall be governed by the laws of the State of California without respect to choice of law rules. The parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in Los Angeles County, California for such purpose, waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in the most recent Insertion Order.

17. Notice

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following addresses (or at such other address for a party as shall be specified by like notice): If to Company, to the attention of both the CEO and General Counsel, each at the address of: 30699 Russell Ranch Road, Suite 250, Westlake Village, CA 91362. If to Advertiser, to the executive and address set forth on the most recent Insertion Order.

18. Assignment

Advertiser may not assign this MSA without the express prior written consent of Company. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by (a) operation of law, or (b) to an entity that acquires substantially all of the party's stock, assets or business provided that such successor entity is not in direct competition with Company.

19. Independent Contractors

Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.

20. Marketing Materials & Communications

Advertiser agrees that Company may identify it as a Company Advertiser in client lists and other marketing materials. Any other uses of Advertiser’s name and/or logo shall require Advertiser’s prior written consent. Advertiser consents to receive email communications with respect to goods, services and/or promotions offered by Company.

21. Entire Agreement, Modification

This MSA and exhibits or addenda thereto constitutes a valid and binding agreement between the parties, and has been duly executed by an authorized representative of each party. This MSA and any exhibits or addenda thereto is intended to be the parties’ complete, integrated expression of the terms of their agreement and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein, and may only be modified in writing by authorized representatives of the parties. The terms and conditions hereof shall prevail exclusively over any click or click-wrap agreement, written instrument or Insertion Order submitted by Advertiser even if signed by Company unless this MSA is expressly amended by an addendum attached hereto that references this MSA and the specific provisions to be modified. This MSA may not be modified or superseded in any way by a click or click-wrap agreement. No interlineations to this MSA shall be binding unless signed by both parties.

22. Survival & Severability

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this MSA shall survive and remain in effect after such happening, including without limitation, Sections 9-12, 14, and 16. Each party acknowledges that the provisions of this MSA were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. Further, that, all provisions are inserted conditionally based upon the fact that they are valid in law. In the event that any provision of this MSA conflicts with the law under which the MSA is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the MSA, (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the MSA will remain in full force and effect.

23. Remedies, Waiver

Except as otherwise specified, the rights and remedies granted to a party under this MSA are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect 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.

24. Counterparts

This MSA may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this MSA shall be deemed to be an original.

Revised February 2014