This Master Advertiser Agreement("MAA")is entered into by and between AdsBay, on the one hand (hereinafter referred to as "Company") and the customer identified on the IO (hereinafter referred to as “Advertiser”) for the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged. This MAA and the accompanying and subsequent Insertion Order ("IO") shall define the Company's and Advertiser’s obligations with respect to Company'’'s delivery or display of advertising campaigns and promotions on Advertiser’s behalf ("Campaigns"). Each IO submitted by Advertiser shall incorporate this MAA. In the event of a conflict between the IO and this MAA, the IO shall take precedence only where the MAA section is specifically referenced and the IO is signed by the Company.

Term and Termination.

a. Term. The term of this Agreement shall begin upon the submission of an executed IO by Advertiser to Company. Such IO shall be construed as an acceptance by Advertiser of all the rates, terms and conditions under which advertising is sold at that time.

b. Termination of Agreement. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party, for any reason or for no reason. This Agreement may be terminated at any time by a party, effective immediately upon written notice, if the other party: (i) files a voluntary petition in bankruptcy; (ii) makes an assignment for the benefit of creditors; (iii) breaches any of the material terms of this Agreement if such breach is not remedied within three (3) business days from the receipt of written notice of such breach; or (iv) reasonably believes that the other party is in violation of an applicable regulation, statute or law in the performance of this Agreement. Notwithstanding such termination, the Advertiser shall remain liable to each other for all payment obligations incurred pursuant to this MAA.

c. Cancellation of Campaign. Company expressly reserves the right 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 Creative(s) that does not arrive forty-eight (48) hours prior to the start date; (iii) refuse or cancel the use of any Campaign that it deems, in its reasonable discretion, violates an applicable regulation or statute of the United States; or (iv) refuse at any time to publish or transmit any copy, photograph or illustration of any kind for any reason including those that it believes, in its reasonable discretion, are an invasion of privacy, are degrading, libelous, unlawful, profane, obscene, pornographic, tend to ridicule or embarrass, are in bad taste, or which in its reasonable discretion are an infringement on a trademark, trade name, or copyright belonging to others, or is otherwise inappropriate. All Campaigns are subject to capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, 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.

Advertiser’s Campaign.

a. Advertising Content and Creative. Advertiser shall provide all creative and substantive content materials ("Advertising Content") required for marketing the Campaign, including but not limited to banners, language/text for promotional e-mail text, links, key words, and any other creative content as needed, including but not limited to the use of alternative text-based creative. Advertiser is solely responsible for the substantive content and creative of each advertisement it submits or approves in writing. Company reserves the right to reject, suspend, or cancel any Advertising Content which in the sole opinion of the Company may violates an applicable law or may subject it to civil sanctions or is otherwise inappropriate. By submitting or approving any email creative or content, Advertiser represents and warrants that (i) the submission meets all applicable regulations and laws in effect governing the submission at the time of such submission; (ii) accurately reflects advertiser’s product or service being advertised; and (iii) does not violate any applicable law or regulation governing deceptive advertising or consumer protection laws.

b. Functionality. Advertiser agrees to confirm the correct function of all Creative(s) supplied to Company within twenty-four (24) hours of the Campaign start. If no confirmation is received within this time frame, Company shall presume that Creative(s) are functioning properly and Advertiser agrees to pay for all impressions, clicks or leads derived from the Creative(s) as measured by Company. All problems related to Creative(s) should be immediately brought to the attention of the Company account executive for Advertiser. Company is not liable for errors in position and/or placement of the Creative(s), or typographic errors of any kind.

c. Allowed Alterations. Advertiser agrees to allow Company to make changes or alterations to the Creative(s) for the sole purpose and intent of matching it to the medium of delivery. Neither Company nor its affiliates shall make any changes to content of Advertisement. Company may, at its option, modify the flight date of a Campaign if the Creative(s) 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. Company shall notify Advertiser of any changes it intends to make to the Creative(s) in accordance with this Section 2(b).

d. License. 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 hereunder.

e. Hosted Campaigns. Advertiser understands that Company, in due diligence, cannot monitor all host sites for appropriate content and makes no representations with respect to user-generated content on any website where Campaigns are placed. If Advertiser 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 notify all publishers and affiliates to cease mailing and removal of the Campaign shall be completed within three (3) business days following Advertiser’s notice thereof to Company; provided, however, that if Company reasonably believes that removal of a Campaign from a website will have a material impact on Company’s ability to perform in accordance with the applicable Insertion Order, Company may have an extension of the flight dates or other accommodation so long as Company finds a suitable host site through its due diligence.


a. Tracking Pixel. Conversions, sales, leads, and/or clicks ("User Actions") shall be tracked by Company. Company’s tracking count shall be used for all purposes under this Agreement. Company shall have the right to place tracking pixel on Advertiser’s website, as may be required to track and provide estimated live statistics for Company’s affiliates. 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. If Advertiser removes or manipulates the tracking code 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 tracking code was absent or manipulated based on the average daily conversion measurements (using daily click counts and/or conversions for the seven (7) days prior to the tracking code being removed or manipulated). Advertiser shall have reports online or submitted daily to Company via-mail in Excel format.

b. Rejection Policy. A “valid” lead is defined as any Action generated that fires the company’s tracking pixel on the confirmation page. Any Actions determined to be “invalid” that do contain obviously fraudulent information may be returned to the company within five (5) business days from the transaction time and is subject to the company’s approval. The following information must be included for all “invalid” returned Actions: transactional identification number, publisher identification number, date/time stamp, incoming IP address and reason for rejection. Should the Advertiser fail to provide this information within the time frame allotted, then all potential disputes will be considered waived and the final numbers will be considered final and billable.

c. Advertiser Tracking [if applicable]. Where Advertiser's tracking mechanism is used, Advertiser shall provide a login where Company can retrieve daily and month’s end summary reports reflecting the exact number of units delivered. Company, in its reasonable discretion and in consultation with Advertiser, will determine the form of said reports.

4. Email Marketing Campaigns.

a. Campaign Content. To the extent that a Campaign provides for or otherwise permits marketing by e-mail, the Advertising Content provided by Advertiser shall also include, accurate and truthful offer descriptions (in text and html formats), terms and conditions (if applicable), the Advertiser’s postal address and a functioning unsubscribe mechanism which, when activated by a user, will actually and permanently remove the user’s email address from the Advertiser’s database within 10 days of request receipt and, a non-misleading and accurate “Subject Line” and/or “From Line” and any other information necessary to comply with applicable laws and regulations including but not limited to the CAN-SPAM Act of 2003 and all laws and regulations in the United States.

b. Suppression List. Advertiser agrees to maintain and deliver a suppression list containing the e-mail addresses of those individuals who have opted out or unsubscribed from receiving communications from the Advertiser (the “Suppression List”). Advertiser shall further provide an updated Suppression List to Company once every seven (7) days for the duration of the offer. Each party shall use best practices to prevent use or disclosure of the Suppression List for any purpose other than to honor the request of individuals to opt out or unsubscribe from receiving communications and shall treat such Suppression lists as confidential information as provided herein.