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Advertiser Terms of Service

These Advertiser Terms and Conditions ("Terms"), any addenda attached hereto, which are hereby incorporated by reference ("Addenda")(collectively, the "Agreement"), between Adosia LLC and its affiliates ("Adosia"), and the individual or entity entering into this Agreement ("Advertiser") shall govern Advertiser's participation in the Network and may be updated by Adosia from time to time without notice to Advertiser. In the event of any inconsistency between the Terms and Addenda, the following order of precedence shall apply: the Addenda, followed by the Terms. Other capitalized terms not defined herein shall have the meanings assigned to them in Addenda under the heading "Definition of Terms".

The purpose of this Agreement is to establish the terms and conditions by which Advertiser may utilize Adosia's online ad delivery platform and technology to deliver and/or display Advertiser's advertising ("Ads") to appear on Publisher Domains actively participating in the Adosia Network. Adosia and Advertiser agree as follows:

2.1 Pre-approval Required. Advertiser acknowledges each Ad submitted to the Network is subject to prior approval by Adosia. Advertiser may submit any number of Ads for approval during the term of this Agreement; however, Adosia shall have no obligation to approve any Ads or to notify Advertiser of Adosia's cause for disapproving any Ads.

2.2 Prohibited Conduct. In using the Adosia Services, Advertiser understands that you are liable for all information, in whatever form, you make available to Adosia Publishers. Advertisers and/or Ads that produce, relate to or have characteristics of Prohibited Conduct are prohibited in the Network. "Prohibited Conduct" is defined below as follows and Advertiser agrees not to use the Service to:

(i) upload, post, email, transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) impersonate any person or entity, including, but not limited to, an Adosia representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) forge or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; (v) upload, post, email, transmit or otherwise make available any information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, email, transmit or otherwise make available any Information that infringes any Intellectual Property of any party; (vii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation; (viii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (ix) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; or (x) stalk or otherwise harass any other Adosia Advertiser or Publisher.

You acknowledge and agree that Adosia may preserve any and all information related to your Adosia Advertiser account activities and may also disclose such information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Information violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Adosia, its users and/or the public. You understand that the technical processing and transmission of the Service, including your Adosia account information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices

[RESERVED]

4.1 Licenses. Provided that Advertiser complies with all provisions of this Agreement, Adosia hereby grants to Advertiser a nonexclusive, limited, revocable license to use and execute the Network IP solely for Advertiser's performance of its obligations hereunder. Except for the limited license expressly granted in this Section, 4.1, nothing in this Agreement shall be construed as Adosia granting Advertiser any right, title or interest in Network IP. Advertiser acknowledges and agrees that Adosia owns all right, title and interest in the Network IP and in related intellectual and proprietary rights of any kind anywhere in the world. Advertiser's use of the Network IP or the results created thereby, or disseminating or distributing the same, except as expressly permitted by this Agreement, is strictly forbidden and will result in the termination of this limited license and may result in Advertiser being held liable under applicable law.

4.2 Intellectual Property Ownership. Subject to the limited licenses granted to Adosia and Advertiser herein, each party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.

4.3 Data Ownership. Advertiser understands that all data, including, but not limited to, personally identifiable information provided by Users in response to an Ad and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Adosia from such data is the sole and exclusive property of Advertiser and/or Adosia and is considered Confidential Information pursuant to this Agreement. Adosia, in its sole discretion, shall have the right to use, market, and re-market the User(s) and/or data without further obligation to Advertiser. Advertiser shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or information, or any portion thereof, to any third-party nor benefit any third party, including without limitation, any such data or information for purposes of enhancing a User's profile. Unless otherwise agreed to in writing by the parties, any other use of such data or information is strictly prohibited.

5.1 Advertiser Responsibility. The parties hereby acknowledge that Advertiser is solely responsible for the method of dissemination of the Ad campaigns and that Adosia will not have any control over the method of dissemination and is relying entirely on these warranties made by Advertiser. Advertiser represents that it has paid all Advertiser License Fees and Advertiser covenants to timely pay any Advertiser License Fees required to be paid during the term of this Agreement and any Advertiser License Fees required for Advertiser are Advertiser's obligation and not the obligation of Adosia. Advertiser agrees and understands that Advertiser is responsible for maintaining the confidentiality of passwords associated with any account Advertiser uses to access the Services. Accordingly, Advertiser agrees that Advertiser will be solely responsible to Adosia for all activities that occur under Advertiser's account. If Advertiser becomes aware of any unauthorized use of Advertiser's password or of Advertiser's account, Advertiser agrees to notify Adosia immediately at advertisers@adosia.com.

5.2 Warranties. Advertiser represents, warrants, covenants and acknowledges that (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (ii) it will not engage in Prohibited Conduct; (iii) that Advertiser is either an entity or at least 18 years of age on the effective date of this Agreement; and (iv) that Adosia does not make any specific or implied promises as to the successful outcome of any Ad or campaign.

5.3 Mutual Warranties. Each party represents and warrants to the other that (i) it has the full 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 such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

6.1 Obligations. Internet consumer privacy is of paramount importance to Adosia, its subsidiaries, and its Advertisers and Publishers. Adosia is committed to protecting the privacy of Users, consumers, and Advertisers, and to do its part to maintain the integrity of the internet. Advertiser therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement.

7.1 Payment Rate and Terms. All monetary collections will be made by the Advertiser directly through Adosia, and not to or through any of our Publishers. Adosia will pay our Publishers after each Payment Cycle is concluded. Adosia is not affiliated with any Publisher, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other. To the extent that the Service is rendered in conjunction with any other provider of services, the same shall also be true, namely that to the extent that a user of the Service hereunder does so in conjunction with the services of another service provider, such user will be subject to the other service provider's terms of service, and neither Adosia or the other service provider will be considered the agent or employee of the other, and neither will be responsible in any way for the actions or performance (or lack thereof) of the other. The terms of this Agreement shall not in any way supersede the terms of any other service provider, nor shall the terms of service of any other service provider supersede the terms of this Agreement with respect to the Service.

Adosia reserves the right to set minimum Ad and/or Campaign rates based on Ad category, and may be adjusted by individual Advertiser. Though the minimum Ad and/or Campaign rates may vary and adjust with market conditions, significant weight to individual Advertisers' campaign cost is factored into Adosia's Ad selection algorithms, so that Advertisers bidding higher for placement will more than likely achieve preferred placement and/or higher Ad delivery ("real-time bidding"). For any Publisher Domain, Publishers reserve the right to set minimum or Floor Prices (for any given standard ad unit size and revenue type offered by Adosia) that Advertiser must be willing to pay in order to display their Ads on a Publisher Domain(s). Floor Prices specified by a Publisher represent the total unit sum an Advertiser must be willing to pay for Ad placement on that Publisher Domain.

7.2 Calculation. Calculation of Advertiser spending, including Impressions, views and click through numbers, shall be in Adosia's sole discretion. In the event Advertiser disagrees with any such calculation, Advertiser shall immediately send a written request to Adosia detailing, with specificity, Advertiser's concerns. Thereafter, Adosia will provide Advertiser with an explanation or, if such calculations are determined by Adosia to be incorrect, an adjustment. Adosia's calculations shall be final and binding. In the event no adjustment is necessary, if so requested by Adosia, Advertiser agrees to reimburse Adosia for its expenses in responding to Advertiser's requests under this Section.

7.3 Ad Credits. Ad Credits are the common currency of the Adosia Network and are required for Advertisers to execute Ad campaigns utilizing the Adosia Network. Ad Credit dollars have an equivalent dollar for dollar value to the US dollar. Ad Credits purchased through the Adosia Websites by Advertisers or Publishers for advertising on Publisher Domains are both non-refundable and non-transferable.

7.4 Over Spending. If for any reason an Advertiser's account balance of Ad Credits reaches a negative value, the negative balance will be applied to Advertiser's next Ad Credit purchase. Causes resulting in a negative Ad Credit balance are typically attributed to statistical anomalies, and typically result in very minor negative sums.

Advertiser is solely responsible for any legal liability arising out of or relating to (i) Advertiser's Ads or Campaigns, (ii) any material to which Users can link through on a Publisher Domain via clicking an Advertiser Ad, and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any promotion conducted by Advertiser, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such promotion to Users. Advertiser shall indemnify, defend, and hold harmless Adosia and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively "Adosia Parties") harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees including in-house counsel time, court costs and witness fees) (collectively "Losses") incurred by, or imposed or asserted against, the Adosia Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertiser or Advertiser's Ads and/or Campaigns; (ii) any breach by Advertiser of any duty, representation or warranty under this Agreement; (iii) any breach by Adosia of any duty, representation, or warranty to provide Ad(s) for placement on the Publisher Domain(s) due to any breach by Adosia Publisher of their Publisher terms of service; (iv) a contaminated file, virus, worm, or Trojan horse originating from a Publisher Domain(s); or (v) gross negligence or willful misconduct by Advertiser.

9.1 Disclaimer of Warranties. THE NETWORK AND ALL SERVICES PROVIDED BY ADOSIA ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADOSIA MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. ADOSIA IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

9.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ADOSIA BE LIABLE TO ADVERTISER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADOSIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL ADOSIA'S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR ONE THOUSAND DOLLARS ($1,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADOSIA MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

10.1 Termination. This Agreement, as may be amended, applies to Advertiser for as long as Advertiser distributes Ads in the Network. Adosia reserves the right to terminate any Advertiser from the Network at any time, with or without cause.

10.2 Post-termination. Upon termination, Advertiser agrees to immediately remove and/or disable all Ads and Campaigns from the Adosia Network, and authorizes Adosia to conduct the latter on behalf of Advertiser if Adosia finds necessary. Advertiser will be credited, in USD, Advertiser's equivalent balance of Ad Credits minus Adosia's internal cost to disable and remove Advertisers' Ads and Campaigns. Following termination, any credit due to Advertiser will be paid out within 60 days from the time all Advertiser's Ads and Campaigns were disabled and removed from active circulation through the Network.

Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). Adosia's Ad campaign rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated confidential by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty; or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by Adosia, Advertiser must destroy or return to Adosia any Confidential Information provided by Adosia under this Agreement.

This Agreement is governed by the laws of the State of Arizona (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Phoenix, Arizona. The parties consent to such venue and jurisdiction, waive any right to a trial by jury, and agree to waive the personal service of any process upon them by agreeing that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the last address provided by Advertiser. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.

This Agreement, including exhibits and addenda, contains the entire understanding of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by a written instrument signed by the parties either physically or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, Adosia shall have the right to change, modify or amend this Agreement, in whole or in part, by posting a revised Agreement at least five (5) days prior to the effective date of such change. Advertiser's continued use of the Network after the effective date of the aforementioned change shall be deemed Advertiser's acceptance of the revised Agreement.

Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to (i) for Adosia, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: CEO and General Counsel, 315 W. Elliot Road, Suite 107-495, Tempe, AZ 85284 USA (effective upon actual receipt); and, (ii) for Advertiser at the email or physical address listed on its account (effective upon sending as long as Adosia does not receive an error message regarding delivery of the email) or five (5) days after mailing, whichever occurs first).

No rights or obligations under this Agreement may be assigned by Advertiser without the prior written consent of Adosia. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Adosia and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

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.

Advertiser shall not release any information regarding Campaigns, Ads, or Advertiser's relationship with Adosia or its Publishers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Adosia. Adosia shall have the right to reference and refer to its relationship with Advertiser for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual written consent of Adosia and Advertiser.

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of internet service providers, default due to internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (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 Agreement will remain in full force and effect.

Except as otherwise specified, the rights and remedies granted to a party under this Agreement 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.

Definition of Terms:

"Ad" means the graphic, text or video file(s) provided by Adosia to Publishers to be displayed by Publisher on behalf of Advertiser and/or Adosia.

"Ad Batch" means a group of Ads loaded together on a Publisher Domain.

"Ad Credits" means the currency used to purchase ad campaigns on the Network.

"Adosia Code" means pixels, Intellectual Property, software or other computer code, and any deviations thereon, owned and provided by Adosia for use by Publisher.

"Adosia Websites" means all websites that are owned, operated or hosted by or on behalf of Adosia, including, without limitation, Adosia's branded websites at http://www.adosia.com and http://www.inf-ini.com

"Ad Targeting Options" means the set of parameters chosen by Advertiser to target the Services, including keywords, categories, target region, or Publisher Domain.

"Advertiser License Fees" means all license fees and/or other fees required to be paid to third parties, for performance of Publisher's obligations or exercise of Publisher's rights hereunder, for the grant of the licenses hereunder, and for any other act by Publisher under this Agreement.

"Advertiser Network" means the aggregate of Advertisers that display Ads on the Publisher Network.

"Campaign" means a group of Ads with a common Budget or schedule.

"Click" means the act of a User clicking on an Ad and accessing a web page hyperlink associated with that Ad.

"Floor Prices" means the minimum prices, as defined for each Publisher Domain by a Publisher, that Advertiser must pay for any given ad unit size or revenue type in order for Advertiser's Ads to be displayed on a Publisher Domain. For any given Publisher, Floor Prices will only be enforced following a Publisher's manual specification of such floor prices.

"Impressions" means the number of times an Ad is served to, and received by, a User on a Publisher Domain as measured by Adosia.

"Intellectual Property" means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used by a party or which may be developed and/or used by it in the future.

"Network", also referred to as "Adosia Network", means the aggregate of individuals, entities and Websites within the Advertiser Network and Publisher Network.

"Network IP" means the Ads, Adosia Code and/or source code, and other Intellectual Property made available to Publisher in connection with its performance under this Agreement.

"Passback" meaning a script or HTML code that loads ads from third-party network.

"Payment Cycle" means a period occurring twice per month where total Publisher earnings are aggregated.

"PII" means personally identifiable information.

"Plug-In Widget" means the front-end Adosia Code which enables Ad tracking, Ad delivery and Ad placement on a Publisher Domain.

"Prohibited Conduct" means conduct, during the course of performance of this Agreement that is listed or related to the proscribed conduct listed in Section 2.

"Publisher" means an individual or entity organization participating in the Publisher Network.

"Publisher Domain" means a virtual location on the internet that is designated by a unique URL that is under the control of a Publisher participating in the Adosia Network. A Publisher Domain may be made up of one or more web pages and may be accessed by a User.

"Publisher Network" means the aggregate of third party Websites that display Adosia's Ads.

"Services" means the advertising and distribution services provided by Adosia pursuant to this Agreement.

"Spyware" means computer programs or tools that (i) alter a computer User's browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a User's reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a User's computer; (iv) send email through a User's computer without prior authorization; (v) open multiple, sequential, stand-alone Ads in the consumer's internet browser which cannot be closed without the User closing the internet browser or shutting down their computer; or (vi) other similar activities that are prohibited by applicable law.

"Subscription Ads" means ad impressions a Publisher has purchased from Adosia to deliver Publisher-defined Ads to that Publishers' Publisher Domains.

"User" means any actual person accessing the Publisher Domain(s).

"View" means the act of a User viewing at least 50% of an Ad on a Publisher Domain for at least one (1) second.