Revised: April 2014

This Conversant Media Systems Managed DSP Agreement (“DSP Service Order”) is entered into by and between Conversant Media Systems, Inc. (“Company”) and “Marketing Partner/Advertiser” for the provision of display advertising. This DSP Service Order incorporates the terms of the Conversant General Services Agreement (the “GSA”) between Company and Marketing Partner located at (or the then-current URL as determined by Company) and is effective as of the date of the last Party to sign this DSP Service Order (the “Effective Date”). In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Agreement.

This DSP Service Order and subsequent campaign Insertion Order(s), shall define the Company’s and Advertiser’s obligations with respect to Company’s delivery of advertising 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.

2.1 Advertiser is solely responsible for the substantive content of each advertisement. The content must be in compliance with the creative guidelines specified by Company and at (or the then-current URL as determined by Company). Except as provided herein, no less than three (3) business days for any Company Campaign prior to the applicable Campaign’s start date, Advertiser shall provide all Marketing Partner 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. If Advertiser requests that Company obtain creative from an Agency or Creative House 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.

2.2 In the event Company develops any custom creative or rich media for Advertiser (“Custom Content”), Advertiser may only use the Custom Content, for incorporation into Company’s ad buy and Advertiser may not use the Custom Content for placement with any other publishers or publishing network.

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

3. Advertiser’s Campaign.

3.1 Company 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 the ad buys it manages. 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.

3.2 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.

3.3 Advertiser agrees to allow Company to make changes or alterations to the Marketing Partner 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 Marketing Partner 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.

3.4 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 .

3.5 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 Marketing Partner Creative and/or changing rates. Company will not make changes to original Insertion Order specifications or Marketing Partner 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 Advertisers who pre-paid, Company will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).

3.6 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 Marketing Partner Creative that does not arrive three (3) business days for any Company 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 company; (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, Marketing Partner 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 any media buy.

4. Display Advertising Campaigns.

4.1 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 Agreement. Advertiser agrees to place Company’s pixels on Advertiser’s website, within creative, and/or application as may be required to measure activity, track and/or measure consumer response to the Campaign, provide estimated live statistics for Company’s affiliates, or facilitate the collection of any data for the improvement of campaign performance. If any other tracking systems are used, 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 Company Entities and Advertiser. 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). 

4.2 In the event that there is a shortfall in impressions or click-throughs as of the Campaign stop date, Company may extend the flight dates, and through comparable websites and/or applications, continue campaign activity as Advertiser’s sole remedy, until the conditions stated in the Insertion Order are achieved. 

4.3 In the event that there is a surplus of impressions or click-throughs as of the Campaign stop date, as determined by the budget and dCPM goal set forth in the Insertion Order, Company shall not be responsible for Advertiser’s Ad Serving Fees or any other fees the Advertiser has incurred as a result of the surplus.

4.4 For Campaigns utilizing video, Company shall have the right to place pixels on the Marketing Partner 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 Marketing Partner Creative provided by Advertiser solely for format or file conversion purposes without the consent of Advertiser. The Marketing Partner Creative specifications and video advertising formats accepted by Company are found at (or the then-current URL as determined by Company). Company may place Marketing Partner Creative on any content video that runs 15 seconds or longer and the video may be auto-play or consumer initiated. In the event Company delivers companion banners associated with a video Marketing Partner 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. Billing.

5.1 Company will submit invoices monthly, based on impression levels reported by the Conversant Media Systems ad serving technology. 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.

5.2 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.

5.3 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.

6. Advertiser Warranties.

In addition to the representations and warranties stated in the GSA, Advertiser represents and warrants that:

6.1 Except as permitted under this Agreement, Advertiser may not alter, copy, modify, take, sell, re-use, or divulge in any manner any Custom Content, Network Intellectual Property, cookies or computer code provided by Company without Company’s prior written consent.

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

7. Termination.

Either party may terminate this DSP Service Order without cause upon thirty (30) days written notice to the other party. Termination of this DSP Service Order 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 DSP Service Order. The forgoing notwithstanding, Company reserves the right to suspend and/or terminate this DSP Service Order 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.

8. 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.

9. Entire Agreement, Modification in addition to the GSA.

This DSP Service Order 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 DSP Service Order 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 DSP Service Order is expressly amended by an addendum attached hereto that references this DSP Service Order and the specific provisions to be modified. This DSP Service Order may not be modified or superseded in any way by a click or click-wrap agreement. No interlineations to this DSP Service Order shall be binding unless signed by both parties.

10. Survival & Severability in addition to the GSA.

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this DSP Service Order 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 DSP Service Order 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 DSP Service Order conflicts with the law under which the DSP Service Order is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the DSP Service Order, (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 DSP Service Order will remain in full force and effect.

11. Counterparts.

This DSP Service Order 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 DSP Service Order shall be deemed to be an original.