Standard Terms and Conditions for Keith Jones | Acquisition Booster

AGREEMENT DETAILS ORDERS FOR ADVERTISEMENTS: These Standard Terms and

Conditions, together with the preceding quote (collectively, the

"Agreement") govern the terms under which Keith Jones | Acquisition Booster

(KCJ) may manage digital campaigns for the

ADVERTISER. References to "ADVERTISER" in these Standard Terms and

Conditions means the "ADVERTISER" as specified in the preceding

quote. Term: This Agreement shall cohence on the effective date as indicated

by signing and shall remain in effect through the quoted program’s end.

Indemnity and Hold Harmless: ADVERTISER agrees to indemnify, defend, protect

and hold free and harmless KCJ and its officers, members, directors, and

employees from and against any and all liabilities, damages, costs, expenses,

obligations, claims, fines, penalties or losses, including but not limited to

all attorney’s fees and other costs of defense, arising in any way from the

fault or negligence of ADVERTISER, its agents, employees, and sales personnel

or from the publication of any editorial or ADVERTISER materials supplied by

ADVERTISER, including, without limitation, any such liability arising out of

copyright, privacy, or antitrust. ADVERTISER shall not, however, be liable

hereunder for any damages or other losses set forth above which are caused by

the fault or negligence of KCJ. KCJ does hereby indemnify and hold harmless

ADVERTISER and its officers, members, directors, and employees from any

liability, damages, costs, expenses, obligations, claims, fines, penalties or

losses, including but not limited to all attorney’s fees and other costs of

defense, arising in any way from the fault or negligence of KCJ, its agents, or

employees or from the publication of any material supplied by KCJ. KCJ shall

not, however, be liable hereunder for any damages or other losses set forth

above which are caused by the fault or negligence of ADVERTISER. Taxes: All tax

and other returns required by city, local, state or federal laws or regulations

with respect to the performance of this contract or otherwise in connection

with the business of KCJ and all payments due thereon, and all fees or other

payments due in connection therewith, including generally, but not limited to,

income or other tax withholding, social security, unemployment compensation,

disability coverage and other taxes shall be made, filed and paid by KCJ, and KCJ

shall hold ADVERTISER harmless from any liability with respect thereto.

Assignment: KCJ’s services hereunder are personal in nature. This Agreement may

not be assigned or transferred by KCJ without the prior written consent of

ADVERTISER. Modification: This Agreement may only be modified in writing and

signed by both parties hereto. Confidentiality: Information that is disclosed

by one party to the other party, and that is marked “confidential,” or which

under the circumstances ought reasonably to be treated as confidential

information (including this agreement), will be treated as confidential by you.

You will not disclose to a third party such information or use such information

other than for the purpose for which it was provided without the written

consent of us. This limitation will apply for a period of one (1) year after

disclosure of such confidential information. The foregoing limitations do not

apply to the extent such information: (a) is or subsequently becomes publicly

available other than through a breach of these limitations; (b) is already

known to the receiving party at the time of disclosure; (c) is developed by the

receiving party independent of such information; or (d) is rightfully received

from a third party without restrictions on disclosure or use. KCJ and

ADVERTISER collectively agree to keep the terms of this Agreement and all

information pertaining to the advertising sales and other information

pertaining to either party’s business strictly confidential except as may be

required to sell Advertising. Disclosure by KCJ or ADVERTISER to its attorneys,

accountants, or tax advisors and sales representatives, or as may be

required by law to any governmental agency or authority or

to a court or arbitrator shall be conditioned on all reasonable steps being

taken to maintain the confidentiality of the terms of this Agreement. Either

party shall notify the other party promptly if any such disclosure is requested

or required. Neither party shall issue any press releases or public

announcements pertaining to this Agreement or the Advertising Sales unless such

releases or announcements have been approved by the other party prior to

issuance. Responsibility for Advertisements: ADVERTISER represents and warrants

to KCJ that it is fully authorized to deliver, and authorizes KCJ to deliver on

its partners’ behalf, content through advertisements (including, without limitation,

all content such as text, graphics, URLs, and sites to which URLs are linked),

and that all content complies with all applicable laws and regulations. If an

agency is entering into this Agreement on behalf of an ADVERTISER, Agency

agrees to the foregoing representations and also represents and warrants that

it is the authorized agent of ADVERTISER, and ADVERTISER is not, as of the date

of this Agreement, in material breach of any agreement with or in default with

respect to any amount owed to Agency. It is the responsibility of ADVERTISER or

ADVERTISER to inform KCJ of removed or relocated web content that may adversely

affect the advertisements’ ability to deliver appropriate content to visitors. KCJ

will not be held liable for any clicks delivered to removed or relocated web

content, such as those resulting in an HTTP 404 error response code.

Miscellaneous: This Agreement shall be construed and controlled by the laws of

the State of Arizona. This Agreement constitutes the entire agreement between

the parties with respect to the subject matter hereof and supersedes all prior

and contemporaneous agreements or coKCJunications. This Agreement does not

constitute an offer by KCJ and it shall not be effective until signed by

ADVERTISER. ADVERTISER will not have direct access to bid management interface,

advertising platforms, or metrics such as cost per click incurred and cost per

thousand impressions incurred. All platform accounts and contents therein will

remain the intellectual property of KCJ during and after the program described

with this MA. KCJ will pay all media costs directly to 3rd party vendors.

Counts and Make Goods: KCJ counts instances of Content being delivered based on

requests, and KCJ will issue monthly tracking reports on that basis. ADVERTISER

will only be privy to results of their individual advertising or the cumulative

results of their program when sponsoring a cooperative initiative. If KCJ fails

to deliver the contracted impressions during the contract term, ADVERTISER‘s

sole remedy for such failure will be an extension of this Agreement until the

contracted deliverables are provided in full. The final determination of

delivery will be as reported by KCJ’s ad server platforms. KCJ will not be

liable for impressions or other delivery discrepancies between said platforms

and ADVERTISER’s 3rd party ad tagging. KCJ guarantees costs and assumes all

risks based on current levels of online inventories and marketplace demand. In

the event, and only in the event, market conditions shift to prevent the execution

of the contract as contemplated by the parties, ADVERTISER and KCJ may mutually

agree to alter the agreement terms or either party may terminate the contract

upon 10 business days’ notice in party’s sole discretion. CoKCJitment and

Payment Terms: Unless otherwise agreed upon, ADVERTISER will be billed in full

upon advertising campaign activation. KCJ will invoice ADVERTISER for all fees

under this Agreement, and ADVERTISER will pay KCJ all invoiced amounts within

30 days after the date of the invoice to KCJ. KCJ may remove any advertisements

and cancel any Agreement, if ADVERTISER is in default of its payment

obligations. Amounts due hereunder do not include taxes or other government

fees, the computation and payment of which (other than taxes on KCJ income) is

the responsibility of

ADVERTISER. Reporting: KCJ will provide monthly reports, at

a minimum, taken directly from the applicable advertising account(s)

demonstrating key metrics such as clicks, impressions and click-through rates.

ADVERTISERS will only be privy to results of their individual advertising or

the cumulative results of their program when sponsoring a cooperative

initiative. Independent Status: The parties intend that an independent

contractor relationship will be created by this Agreement. Nothing in this

Agreement shall be construed as making the parties joint venturers or as making

either party or any of its employees the employee of the other. Covenant Not to

Divert: During the term of this agreement and for a period of one (1) year

thereafter, the parties will not directly or indirectly solicit, induce,

attempt to induce, or endeavor to entice away any employee of the other party,

whether for their own account or for the account of a third party.