Advertiser Terms & Conditions Agreement

This agreement, and the order placed by the advertiser, shall constitute Advertiser's, its clients' and agents' (herein collectively referred to as "Advertiser") understanding that Adjump's sole obligation is to promote the Advertiser's product or services by showing banners, taglines, text links or email creative ("Creative") provided by the Advertiser on site(s) across the Adjump Affiliate Network or in email transmissions. The submission of a signed order by Advertiser to Adjump is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. Any and all modifications to this order are invalid unless acknowledged and accepted in writing by both Adjump and the Advertiser. Advertiser agrees that Adjump may, but is not obligated to, display Creative across the entire Adjump advertising network or on specific site(s) and that daily Campaign activity begins at 12:01 AM Eastern Standard Time. Adjump may, at its option, modify the flight date of a Campaign if the creative or linking URL's: are not delivered on time, there are delays due to 3rd party ad-serving, inventory fluctuation or other issues. All rates quoted herein, orally, or through written communications are only valid fifteen (15) days from date of such statement. If no agreement is reached within this time frame Adjump reserves the right to change rates.

Advertiser agrees to place a tracking pixel, provided by Adjump, on their "Confirmation Page". This tracking pixel is activated each time the Advertiser's Sign-Up page is completed and the Confirmation / Thank You page is displayed. Advertiser agrees not to remove the tracking pixel from this location until the termination of the campaign as agreed upon in the order and these terms and conditions. If the Advertiser removes the pixel at any time during the campaign without express written permission from Adjump, Advertiser agrees to pay Adjump for the days during which pixel was absent based on the average daily conversion measurements, using daily click counts and conversions prior to pixel being removed.

The Advertiser agrees to pay for each submission that results in the display of their Confirmation / Thank You page. Advertiser also agrees regularly verify the daily lead totals at least weekly. This information shall serve as confirmation that the tracking pixel system is enabled, as well as ensuring accuracy between Adjump and the Advertiser's daily counts.

All invoices created by Adjump for work performed and delivered to the Advertiser shall be based on Adjump's measurements and shall be in accordance with measurement and tracking described above. In addition, all payments will be based upon Adjump's measurements and not based upon Advertiser, its clients, its agents or any third party's measurements.

All payments will be made in advance unless agreed upon otherwise or credit is approved and Adjump is under no obligation to perform agreed upon services until payment is received. Upon approved credit, terms are Net 15 days from date of invoice.

It is the Advertisers responsibility to validate all impressions, clicks, leads and/or acquisitions. The Advertiser must report any discrepancies related to their campaign to Adjump within fifteen (15) days of the occurrence. Adjump is not liable for any discrepancies not reported within this time frame and Advertiser waives all right, title, and intent to dispute payment to Adjump based upon any discrepancy not reported within this time frame. Advertiser agrees, that in the event of over delivery, to pay for any units delivered over the specific contract Units Ordered up to 10% of the specific contract Units Ordered.

Either party may cancel this Agreement upon providing two (2) weeks written notice via email, fax or Mail. If Advertiser terminates campaign early - payment in full for work performed and delivered up to the modified cancellation date will be owed and due and payable in full.

If Advertiser fails to pay overdue invoices for previous campaigns, Adjump reserves the right to immediately terminate any active campaigns.

All payments must be made in Canadian funds or U S funds for U S accounts. Advertiser understands and agrees that in no event, and under no circumstance will data provided by any Adjump representative constitute final billing numbers. Only Invoices mailed or delivered directly to Advertisers and Agencies are to be construed as representative of billable amounts.

Adjump reserves the right to reject, discontinue, or omit any Creative or any part thereof. This right shall not be deemed to have been waived by acceptance or actual use of any Creative. Adjump may reject any Creative that Adjump feels is not in keeping with reasonable standards outlined herein. Adjump is not liable for errors in Creative position and/or placement, or typographic errors of any kind.

Advertiser agrees to allow Adjump to make minor changes or alterations to text link copy solely for the purpose and intent of matching it to the medium of delivery. Anything beyond this (modifying or changing the meaning or intent of any text link copy), Adjump will only do so with the express written permission of the Advertiser.

Adjump shall not have liability to the advertiser for lost profits or other consequential, special, indirect or incidental damages based upon a claim of any type or nature. In any event Adjump total obligations and/or liability can never exceed the charge for the advertisement in question. Except as expressly set forth herein Adjump makes no other warranties to advertiser

All Creative has been accepted and published upon the representation that the Advertiser is authorized to publish the entire contents and subject matter thereof. Advertiser agrees to indemnify and hold Adjump, its Publishers or Lists Providers and its respective affiliates, employees, officers, agents, directors and representatives 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") for any claim or suits for libel, defamation, violation of rights of privacy, plagiarism, attorney's fees, trademarks, copyright infringement, unauthorized content (including text, illustrations, representatives, sketches, maps, labels, or other copyrighted matter) contained in Creative or the unauthorized use of any person's name or photograph, arising from Adjump reproduction and publishing of such Creative pursuant to Advertiser's submission.

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

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

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

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