INSERTION ORDER TERMS & CONDITIONS

This INFUSEmedia Campaign Agreement (hereinafter referred to as “Agreement”), is entered into by and between INFUSEmedia, (hereinafter “INFUSEmedia”), and you (hereinafter referred to as “Company”). INFUSEmedia and Company are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.”

TERMS AND CONDITIONS

1. DEFINITIONS

a. “Ad(s)” or “Creative(s)” means any advertisement provided by Company on behalf of itself or any other clients within its network.

b. “Advertising Materials” means artwork, copy or active URLs for Ads.

c. “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

d. “Company” means the party executing an Insertion Order with INFUSEmedia.

e. “Insertion Order” (“IO”) is an agreement authorizing INFUSEmedia to create Marketing Campaign(s) on behalf of Company thereby allowing it to generate certain Payable Actions consistent with the terms of the IO. An IO defines the Campaign name, the Company placing the order, the individual advertisements or promotions to be run (or who will provide them), the sizes of the advertisements, the IO beginning and end dates, the total cost, discounts to be applied, and reporting requirements and possible penalties or stipulations relative to the failure to deliver Payable Actions. The IO may also include targeting criteria and total volume, as well as allowed marketing methods, day-parting and geographic location or other limitations.

f. “Marketing Campaign” or “Campaign” is defined as: A paid advertising offer on a performance model OR a coordinated series of advertisements that: focus on one or a few brands or products, are directed at a particular identified segment of the general population (target audience), and aimed at achieving a specific objective. Types of campaigns include, but are not limited to: (i) Live Transfer or “LT”; (ii) Cost per Lead or “CPL “; (iii) Cost per Acquisition or “CPA”; Cost per Click or “CPC”; and (iv) Cost per Inbound Call or “CPIC”. Campaigns will be created by INFUSEmedia on behalf of Company based on the parameters provided in the Insertion Order. Types of campaigns offered may be expanded at any time by INFUSEmedia.

g. “Payable Action” is defined as a specific request made by a prospect for a specific product or service. Company may specify additional or different parameters for what constitutes a qualified or valid Payable Action in the IO.

h. “Policies” means advertising criteria or specifications made conspicuously available in a Campaign, including but not limited to content limitations, technical specifications, privacy policies, user experience policies, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

i. “Partner Network” is a third party services provider whom INFUSEmedia may, at its sole discretion, use during any ongoing Campaign for the purposes of fulfilling a campaign objective. Use of a Partner Network results in various Payable Actions as defined herein and governed by this Agreement.

2. SCOPE OF AGREEMENT

This Agreement sets forth the terms and conditions under which Company authorizes INFUSEmedia to manage Company’s campaign.
This Agreement together with the IO and all policies, terms and conditions as maybe found and amended from time to time on infusemedia.com website comprise the agreement between INFUSEmedia and Company. The terms and conditions of this Agreement are hereby incorporated by reference into each IO as if fully set forth therein. Where there is a conflict or inconsistency between the terms and conditions of this Agreement or an IO, the terms and conditions of this Agreement will control and take precedence, except to the extent the conflicting IO expressly provides that the conflicting or inconsistent terms and conditions of the IO take precedence over the terms and conditions of this Agreement.

3. ABILITY TO BIND COMPANY

a. Company hereby authorizes and directs INFUSEmedia to bind Company to the purchase of Payable Actions, as outlined in the Insertion Orders agreed to between Company and INFUSEmedia.

b. The Insertion Orders will define the following: (i) the Cost Per Payable Action range, i.e. how much the Company will pay for any given Payable Action; (ii) the total daily/monthly caps on Payable Actions to be purchased, i.e. how many Payable Actions can be purchased in a day or month; (iii) all campaign targets/fields, i.e. what criteria the Company must have for a Payable Action to be valid; and (iv) the end date for a campaign. If no end date is provided Company must provide INFUSEmedia five (5) business days’ notice before a Campaign will be terminated or suspended.

c. Company hereby authorizes INFUSEmedia to manage a Campaign, on behalf of Company, by using Company’s account. If Company does not have an account with INFUSEmedia, by entering into this Agreement or any IO with INFUSEmedia, Company authorizes INFUSEmedia to create a Company account consistent with the purpose of this Agreement or IO. All Campaigns are based off of the IOs entered into between the Parties.

d. Modifications to the originally submitted IO will not be binding unless approved in writing by the Parties, this includes but is not limited to start/end dates, allocation and price. Acknowledged receipt of electronic mail (email) documenting the modifications by both Parties will constitute a writing for these purposes.

e. Company agrees that INFUSEmedia may purchase Payable Actions from any Partner Network. If Company does not want to purchase Payable Actions from a specific Partner Network, Company must state, in writing, by Partner Network name or Partner Network’s INFUSEmedia provided Partner Network identification number (“PNID”) that it does not want to purchase Payable Actions from that particular Partner Network.

4. PAYMENT AND PAYMENT LIABILITY

a. INFUSEmedia will send an Invoice to Company every month for the Payable Actions generated in the previous month. Company must remit payment for the invoiced amount by the last day of the month in which the invoice was sent. For example: an invoice sent on March 1st must be paid by March 31st. Any successfully returned Payable Actions pursuant to section 4.2 below that are accepted after the invoice date will be credited to Company’s account and applied to any outstanding amounts.

b. Returns
i. Company is responsible to make all returns for allegedly invalid Payable Actions within 10 days. An “Invalid Payable Action” includes, but is not limited to a Payable Action that: (i) has invalid or erroneous contact information; (ii) does not match the target criteria for the campaign in which it was generated; (iii) has been previously provided, i.e. a duplicate Payable Action. Company agrees and acknowledges that it alone is completely responsible for timely submitting returns to INFUSEmedia. Should Company fail to provide timely returns for allegedly Invalid Payable Actions, Company forfeits its right to contest Payable Actions provided during that billing period and all Payable Actions for that billing period will be deemed valid.

ii. In order for a Payable Action to be considered invalid, Company must provide INFUSEmedia via email with as much of the following information as possible for each returned Payable Action: (i) specify why the Payable Action is being returned; (ii) name of consumer; (iii) phone number of consumer; (iv) mailing address of consumer; (v) email address of consumer. In addition, Company must provide the following information; for CPL Campaigns the INFUSEmedia Lead Identification, Phone Number or email address and associated disposition. INFUSEmedia will designate Company’s return as incomplete and Company will still be charged for all Payable Actions if Company fails to provide this necessary information.

iii. If a dispute over the validity of Payable Actions is not resolved within thirty (30) days, INFUSEmedia may deem the questioned Payable Actions invalid or valid and accept or withdraw Payable Actions on behalf of the Company. Company agrees that INFUSEmedia has the sole and absolute final discretion to deem a Payable Action valid or invalid.

c. Third Party Partner Network Payment Liability. Company understands that INFUSEmedia has no obligations relating to payments due to any Partner Network’s related to any then current or previous Company Campaigns, either joint or several. Company agrees that Company is solely liable for any and all charges incurred through Campaigns created pursuant to executed IOs between the Parties. Company will send all payments to INFUSEmedia for all valid Payable Actions based on the payment terms stated in this Agreement. INFUSEmedia will withdraw its fee and thereafter timely pay Partner Networks, if any are associated with the Campaign. Company agrees to protect, indemnify, defend and hold INFUSEmedia and its officers, employees and agents harmless for any and all payments due by Company to Partner Networks incurred through the then current or previous Campaigns of the Company. Company further agrees that any dispute regarding the validity or non-payment of a Payable Action is the sole responsibility of Company. Should a dispute arise regarding Company’s non-payment for allegedly invalid Payable Actions, the dispute is solely between Company and Partner Network, and not with INFUSEmedia. Notwithstanding anything to the contrary in the foregoing paragraph, or anywhere else in this Agreement, INFUSEmedia shall have no obligation to hold funds paid by Company due to a Partner Network, if any, if a dispute arises between Company and Partner Network. INFUSEmedia shall not hold any funds in trust on behalf of Company and shall pay a Partner Network, if one was utilized for the Company Campaign, once it has withdrawn its fee.

d. Late Fees and Payments. A fee of 18% APR will be charged to Company for any and all late payments. If payment is not made by Company to INFUSEmedia within thirty (30) days of the initial due date, Company’s information may be released by INFUSEmedia to Partner Network, if Company’s Campaign utilized third party Partner Networks. Both INFUSEmedia and Partner Network have the right to collect past due amounts from Company. Company agrees to pay for reasonable costs and expenses, including attorney fees, for any efforts made by INFUSEmedia or Partner Network to collect on past due amounts.

5. REPORTING

Upon initiation of a Campaign, reporting shall be provided by INFUSEmedia to Company. Reporting consists of the Payable Action count provided by INFUSEmedia to Company and the number of returns submitted by Company, if any. All billing shall be based on reporting provided by INFUSEmedia and coordinated with Buyer’s tracking. Where a third party Partner Network is involved in the Campaign, should a Buyer or Partner Network dispute INFUSEmedia’s billable Payable Action count, Company hereby agrees it shall be its responsibility to meet and confer with the Partner Network. INFUSEmedia shall have no obligation to or be required by the Company and Partner Network to participate in or be involved with any disputed billable Payable Action.

6. REPRESENTATION AND WARRANTIES

a. Company warrants and agrees that: (i) it enters into this Agreement with the intent to use the Payable Actions consistent with the terms of this Agreement, ethical business practices, and all applicable laws and regulations; (ii) Company has the full right, power and authority to enter into this Agreement; (iii) the execution of this Agreement by Company, Company’s use of the Payable Actions and Company’s performance of its obligations hereunder do not and will not violate any law or regulation, or any agreement to which Company is a party; (iv) Company will not engage in or facilitate the use of indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with the CAN-SPAM Act of 2003 or any successor legislation or any other law or regulation that governs marketing or communications; and (v) Company agrees to and authorizes INFUSEmedia to use Company’s name on all INFUSEmedia Website(s) and promotional materials. The terms of this Agreement will be held in strict confidence and only the fact that Company is working with INFUSEmedia will be disclosed to the general public, absent a written agreement stating otherwise.

b. INFUSEmedia represents, warrants, covenants and agrees that: (i) it holds the necessary right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which INFUSEmedia is bound; and (iii) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under this Agreement. Company acknowledges that INFUSEmedia makes no representations, warranties or covenants not set forth in this Agreement.

7. INDEMNIFICATION

a. Each Party (the “Indemnitor”) shall indemnify and hold harmless the other party, as well as the other Party’s officers, directors, members, employees and agents (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, obligations, damages, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including reasonable attorneys’ fees and disbursements, incurred, borne or asserted by a third party against any of the Indemnified Parties in any way relating to, arising out of or resulting from the Indemnitor’s actual or alleged: (i) breach of this Agreement; (ii) intentional or negligent wrongdoing; (iii) violation of the CAN-SPAM Act of 2003, the FTC Act, the Telephone Consumer Protection Act, and all other applicable federal, state and local laws, rules, regulations and guidelines; and (iv) infringement, violation or misappropriation of any patent right, copyright, trademark right, trade dress right or other intellectual property right. In addition, Company agrees to fully indemnify and hold INFUSEmedia harmless for any claims stemming from Company’s refusal to pay for Payable Actions obtained by INFUSEmedia consistent with this Agreement or any IO.

b. The Indemnified Parties shall promptly notify the Indemnitor in writing of any such claim or suit within ten (10) business days that the pleading, demand letter, or other notice is served upon Indemnified Parties, and shall cooperate in a reasonable manner with Indemnitor and at the Indemnitor’s expense, with respect to the defense and disposition of such claim. Indemnitor will have control of the defense or settlement; provided, however, that the Indemnitor shall not enter into any settlement that obligates the Indemnified Parties to take any action or incur any expense without such Indemnified Parties’ prior written consent, and further provided that the Indemnified Parties will have the right to be represented by independent counsel of their own choosing, at their own expense, in connection with such claim or suit. If the Indemnitor fails to defend such suit, then the Indemnified Parties, through counsel of their own choice, may, at the expense of the Indemnitor, conduct the defense of such claim, on the condition that the Indemnified Parties will not enter into any settlement that obligates the Indemnitor take any action or incur any expense without the Indemnitor’s prior written consent.

8. WARRANTY DISCLAIMER

EXCEPT AS SET FORTH IN THIS AGREEMENT, COMPANY AGREES THAT THE PAYABLE ACTIONS, THE SERVICES, THE CAMPAIGN, AND THE INFUSEMEDIA WEBSITE ARE AVAILABLE ON AN “AS IS” “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND THAT INFUSEMEDIA MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE PAYABLE ACTIONS, THE SERVICES, THE CAMPAIGN, THE INFUSEMEDIA WEBSITE, OR ANY THIRD PARTY PARTNER NETWORK, OTHER THAN AS EXPRESSLY SET FORTH HEREIN. COMPANY EXPRESSLY AGREES THAT COMPANY’S USE OF THE PAYABLE ACTIONS, THE SERVICES, THE CAMPAIGN GENERATED INFORMATION, AND THE INFUSE MEDIA WEBSITE IS AT ITS OWN RISK.
COMPANY FURTHER AGREES AND UNDERSTANDS THAT INFUSEMEDIA, AS THE TECHNOLOGY PROVIDER, IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY THIRD PARTY PARTNER NETWORKS IN OR THROUGH THE CAMPAIGN.

9. LIMITATION OF LIABILITY

a. Except as set forth in this Agreement, INFUSEmedia disclaims all liability, whether based in contract, tort, negligence, strict liability or otherwise, for damages of any kind (including without limitation direct, indirect, incidental, consequential, special, punitive or exemplary damages) in any way arising from: (i) the use or disclosure of any Payable Action; (ii) any transaction or communication between Company and any third party Partner Network, if any; (iii) the functionality or operation (or failure to function or operate) of the Website, even if INFUSEmedia is expressly advised of the possibility of such damages; or (iv) the actions or omissions of a third party Partner Network. Without limiting the foregoing, INFUSEmedia shall not be liable for damages exceeding the amount paid by Company to INFUSEmedia in the one (1) month period immediately preceding the event that gave rise to the damages.

b. Without limiting the foregoing, Company acknowledges and agrees that INFUSEmedia will not be liable for any damages arising from or in connection with any transactions between Company and any third party Partner Network(s), or for any information appearing on Company’s or Partner Networks’ websites.

10. CONFIDENTIALITY, DATA OWNERSHIP, PRIVACY AND LAWS

a. “Confidential Information” shall mean all proprietary information of the Disclosing Party and its affiliated and related companies, including information provided to the Disclosing Party by third parties that the Disclosing Party is obligated to keep confidential, whether provided before or after the Parties execute this Agreement. Unless excluded in writing by the Disclosing Party, the Parties shall assume that any and all information disclosed, that is of a nature that a reasonable person would understand is confidential, is Confidential Information, whether in oral form, machine-readable form, written, digital, electronic or other tangible form, and whether designated as confidential or unmarked. Without limiting the foregoing, Confidential Information includes inventions, product research and development, production data, product designs, specifications, descriptions and labels, discoveries, trade secrets, techniques, models, data, programs, processes, know-how, customer lists and contact information, personal information with respect to employees, customers or others, including but not limited to customer email addresses, client names, marketing plans, drawings, financial information, products, business plans, sales positioning strategies and communication strategies.

b. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of the Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the Disclosing Party; (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Disclosing Party; or (v) was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that: (a) the Recipient promptly notifies the Disclosing Party of such disclosure requirement; (b) cooperates (at Disclosing Party’s expense) in any lawful effort by Disclosing Party to oppose or limit such disclosure; and (c) discloses only so much of such Confidential Information as, on advice of counsel, it is legally obligated to disclose.

c. Any data purchased by Company processed through the Campaign is mutually owned by Company and INFUSEmedia. Nothing herein shall prohibit INFUSEmedia from using anonymous aggregated data for purposes of system performance, reporting and tuning, and for purposes of marketing, sales, business development and the benchmarking of its future Campaigns and INFUSEmedia services as compared with other similar services.

d. Company acknowledges and agrees that: (i) all right, title and interest in and to the INFUSEmedia website and any electronic deliverables including Campaign reporting, communications, marketing materials and all derivatives thereof, and all intellectual property rights therein (including without limitation any and all patents, copyrights, trade secrets, rights, trademarks, trade names, moral rights and other proprietary rights embodied therein or associated therewith) and all modifications, changes, enhancements or additions thereto (whether initiated by the Company or otherwise) (collectively, “INFUSEmedia IP”), all of which are protected by copyright, trade secret, and other proprietary rights and laws, shall at all times remain the proprietary property of INFUSEmedia, or property of any third party licensors, as applicable; and (ii) Company in no way receives any right or interest in any of the foregoing other than the limited license granted hereunder to use them in accordance herewith. To the extent that Company acquires any rights in the INFUSEmedia IP, Company assigns such rights to INFUSEmedia and waives any moral rights it may have to the INFUSEmedia IP to and in favor of INFUSEmedia. The INFUSEmedia name, logo, and the product names associated with the Campaign and Services are trademarks of INFUSEmedia or third parties, and Company shall not remove or alter any INFUSEmedia trademark or logo.

e. INFUSEmedia and Company shall post on their respective websites their privacy policies and adhere to them. Failure by INFUSEmedia or Company to continue to post a privacy policy or non-adherence to its own privacy policy is grounds for immediate cancellation of this Agreement and all corresponding Campaigns or IOs.

f. INFUSEmedia and Company will comply with all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

g. Each Party agrees that monetary damages for breach of confidentiality under this Section may not be adequate and that the Disclosing Party shall be further entitled to seek injunctive relief. Nothing contained in this Agreement shall be interpreted as granting rights by license or otherwise in any Confidential Information disclosed pursuant to this Agreement.

11. TERM AND TERMINATION

a. This Agreement shall become effective on the date signed by the Parties below and shall remain in effect until it is terminated in accordance with the IO or is terminated by INFUSEmedia.

b. This Agreement may be terminated by INFUSEmedia at any time in INFUSEmedia’s sole and absolute discretion, with or without cause if fraud is suspected. The termination will become effective immediately upon INFUSEmedia’s transmission to Company in any form (telephone, facsimile, or electronic mail) of said termination. This Agreement may be terminated by either Party upon two (2) business days’ notice in any form (telephone, facsimile, or electronic mail) to the other Party. However, any campaign built pursuant to an agreed upon IO will remain open and active until the terms of the IO have been fulfilled.

c. Immediately upon receipt or transmission of any such termination notice by or to INFUSEmedia, INFUSEmedia will stop managing Company’s account and will no longer have the authority to bind Company. This shall not eliminate Company’s obligation to pay for Payable Actions generated after the termination of this Agreement pursuant to the agreed upon IO. Company agrees and acknowledges that Company is solely responsible to pay for all Payable Actions generated after the termination of this Agreement that were generated pursuant to an executed IO.

12. NON-COMPETE, NON-SOLICITATION AND NON-CIRCUMVENT

Company agrees that during the term of this Agreement and for a period of two (2) years after termination it shall not, directly or indirectly, solicit, entice or induce any employee, agent representative, client or professional of INFUSEmedia to terminate or refrain from renewing, continuing or extending such employment or relationship with INFUSEmedia or otherwise alter such employment or relationship with INFUSEmedia or to become an employee, agent, representative or professional advisor of Company or any person competing with INFUSEmedia. Company further agrees not use reverse engineering or tracing of INFUSEmedia Clients traffic for means to directly solicit INFUSEmedia Clients or other third parties away from INFUSEmedia.

13. INTEGRATION

This Agreement, the Insertion Orders referenced herein and agreed to by the Parties, and the Company’s Agreement including any and all terms and conditions as they appear on the infusemedia.com website, amended from time to time create the totality of this Agreement between the Parties.

14. GENERAL PROVISIONS

a. Force Majeure: Neither Party will be liable for, or will be considered to be in breach of this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs (which shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other natural occurrences, any conflicting order, direction, action or request of the United States government (including, without limitation, state or local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, acts of terrorism, wars, strikes, lockouts, work stoppages or other such labor difficulties), the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of such event. Notwithstanding the foregoing, the Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event and shall resume as soon as practicable after the force majeure event has ended unless otherwise agreed to by the parties. No force majeure event alleviates Company’s payment obligations.

b. Governing Law; Severability and Survivability: This Agreement shall be treated as though it were executed and performed in the Commonwealth of Massachusetts, and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without regard to conflict of law principles). Company agrees that any legal action or proceeding between INFUSEmedia and Company shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Massachusetts. The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them. Any cause of action or claim either Party may have with respect to this Agreement must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern; provided that nothing herein shall permit or require a party to act in contravention of any applicable law, rule or regulation. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions of this Agreement shall remain in full force and effect, provided that neither Party is deprived thereby of the fundamental benefit of its bargain. A Party’s failure to enforce any provision of this Agreement shall neither be deemed a waiver of such provision nor of their right to enforce such provision. Each Party’s rights under this Agreement shall survive any termination of this Agreement.

c. Relationship of the Parties: Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the Parties. Neither Party shall have authority to contract for or bind the other in any manner whatsoever. Before either Party can issue any press release or statement regarding the Parties relationship, it must be approved by both Parties. Electronic mail (email) will be sufficient approval of any press release statements.

d. Assignment: Neither Party may assign this Agreement without the written consent of the other Party which will not be unreasonably withheld. In the event of a merger or consolidation of INFUSEmedia or Company, the surviving or new corporation and any subsidiaries may take over this Agreement subject to the rights and obligations stated herein.

e. Review of Agreement: All Parties have reviewed this Agreement and have been given sufficient time to have it reviewed by an attorney of their choosing. By signing below, the Parties hereby acknowledge that they have read and understood the terms of this Agreement.

f. Entire Agreement: This Agreement and the applicable IOs constitutes the complete and exclusive statement of the Agreement between the Parties regarding the products and services defined herein. It may only be modified by a writing signed by the Party to be charged. This Agreement supersedes, and neither Party will be bound by, any “shrink wrap license” or any “disclaimers” or “click to approve” terms or conditions (“Online Terms & Conditions” or “Terms and Policies”) or any Website which they use in connection with this Agreement, notwithstanding the fact that they may have to affirmatively accept such terms as a condition in order to access online services. Such Online Terms & Conditions are procedural only to establish the Parties in each other’s system such that the terms of each Party’s participation will be governed by this Agreement and payout information will be as specified in the applicable IOs. Should there be a discrepancy between the terms of this Agreement and an IO; the terms of the IO will prevail.

g. ACKNOWLEDGMENT: THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO THE PARTY OR PARTIES RESPONSIBLE FOR THE PREPARATION OF THE SAME AND SHALL BE DEEMED AS PREPARED JOINTLY BY THE PARTIES HERETO. ANY AMBIGUITY OR UNCERTAINTY EXISTING HEREIN SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY HERETO. EACH OF THE PARTIES STATES THAT IT HAS READ EACH OF THE PARAGRAPHS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO AVAIL ITSELF OF LEGAL COUNSEL OF ITS CHOICE DURING NEGOTIATIONS OF THIS AGREEMENT, AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT UNDER NO DURESS AND THAT IT UNDERSTANDS THE SAME AND UNDERSTANDS THE LEGAL OBLIGATIONS THEREBY CREATED.

15. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY

a. Each Party agrees to conduct business electronically with the other.

b. Company acknowledges and agrees that by signing an IO with INFUSEmedia, Company is confirming and acknowledging that Company has accepted this Agreement and all the policies, terms and conditions as they may be identified herein. Company hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.