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Standard Terms and Conditions

These Standard Terms and Conditions (the “Terms and Conditions”)and, collectively with the above Purchase Order (the “Purchase Order”) and all exhibits thereto, (the “Agreement”) are by and betweenPresidio InteractiveCorp. (“Presidio”) and the Client Advertiser (“Advertiser”) executing the Purchase Order. Each of Presidio and Advertiser are from time to time referred to herein as a “Party” and collectively as the “Parties”.

Terms of Payment:

Payment terms are specified on the electronic Initial PurchaseOrder (“Initial Purchase Order”) signed by Advertiser and providing credit card authorization. Credit card prepayment is the principal form of payment. If for some reason payment is not made within fifteen days of the date specified on the Initial Purchase Order, it accrues interest at the rate of 1.5% per month on any unpaid balance. If payment is not made within 30 days of that date, the account may be turned over to appropriate entities for collection, including reasonable attorney fees and expenses, shall be assessed against advertiser and shall be Advertiser’s responsibility, in addition to the principal and interest on the account. Advertiser further agrees to pay all sales, use, excise, and other taxes which may be levied upon either party in connection with this Agreement.

Term of Agreement:

The term of this Agreement is month to month from the date of signature. The Agreement shall automatically renew for successive month periods unless either Party communicates in writing to the other by the 15th of each month or end of each calendar month. Notwithstanding the above, either Party may terminate this Agreement for any reason with 30days written notice to the other Party.

Confidentiality:

Advertiser agrees that it shall hold in confidence and shall not use or disclose (except as expressly allowed herein) any “Confidential Information” provided by Presidio. For purposes of this Agreement, Confidential Information shall include, without limitation, all code, inventions, algorithms, this Agreement, and all business, customer, applicant, personal, technical and financial information Advertiser receives from Presidio.

Lead Data Safeguards:

Advertiser agrees to provide Presidio with the accurate name of its entity or business to be inserted into consent language and/or shared with leads. Advertiser agrees to exercise all due care with respect to Lead Data and the collection, handling, delivery, processing and transmission thereof, including, without limitation, with respect to confidentiality and security and any consent or authorization necessary to use such information as contemplated hereby. Advertiser represents and warrants that it will have, and will continue to have for so long as it retains Lead Data, adequate administrative, technical, and physical safeguards (i) to insure the security and confidentiality of Lead Data, (ii) to protect against any anticipated threats or hazards to the security or integrity of such records, and (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any Lead. Advertiser shall develop, implement and maintain, at its own expense, a proven system or methodology to audit for compliance with the requirements in the preceding sentence. Advertiser shall at all times during the term of the Agreement and for at least two (2) years after termination thereof, keep books and records sufficient to show its compliance with the terms of this section. Advertiser shall develop, implement, and maintain, at its own expense, appropriate mitigation strategies to address issues identified as a result of these reviews. Advertiser shall immediately notify Presidioif it discovers there has been a material breach or a serious attempt to breach its security safeguards, or if the security of Lead Data has been or may be compromised for any reason.

Advertiser Intellectual Property:

Advertiser may provide logos, tracking links, or other materials as agreed to by the Parties (“Advertiser Materials”). Advertiser grants to Presidio a non-exclusive, royalty-free license to use Advertiser Materials as necessary to perform the Action.

Presidio Intellectual Property:

PresidioURL(s) and all related intellectual property are the sole property of Presidio. All Lead Data is owned by Presidio, and Presidioreserves the right to use Lead Data for remarketing, downstream, cross-sell, and similar purposes. Presidio shall grant to Advertiser an irrevocable, transferable, sublicensable, perpetual, royalty-free, worldwide, non-exclusive license to use the Lead Data as it sees fit in accordance with this Agreement. Advertiser may use, copy, reproduce, distribute, adapt, display, and process the Lead Data as deemed necessary by Advertiser.

Representations, Warranties and Covenants:

Advertiser represents that the Advertiser Materials do not infringe on the rights of any third party and that Advertiser’s operations comply with all applicable laws and regulations (including, without limitation, the Telephone Consumer Protection Act of 1991 and related amendments). Advertiser represents that Text Leads will only be contacted by Advertiser and will not be resold to any third party. Advertiser represents that Leads will not be charged for quotes; that is, all quotes will be provided for free. Should a Lead request to be removed from Presidio’s databases, Advertiser will take best efforts to remove the Lead information and put the Lead information on its do-not-call, do-not-contact, and unsubscribe lists. Presidiomakes no guarantees about the volume or quality of Leads that may be delivered under this Agreement.

Indemnification:

Advertiser agrees to indemnify, defend and hold harmless Presidio and its affiliates, and each of their officers, shareholders, directors, employees and agents (collectively, the “Indemnified Parties”), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys’ and accountants’ fees and disbursements) and costs (“Claims”), incurred by, borne by or asserted against any of the Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) any actions by Advertiser or any employee, agent, or subcontractor thereof, which said conduct is intentional, negligent or otherwise; (ii) breach of any representation, warranty or covenant of Advertiser contained herein; or (iii) Advertiser’s use of the Presidioservices contemplated hereunder.

LIMITATION OF LIABILITY:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. NEITHER PARTY GUARANTEES CONTINUOUS OR UNINTERRUPTED SERVICES.

Arbitration:

The parties hereby agree that all disputes, of any kind or nature, arising out of or relating to this Agreement shall be resolved by binding arbitration, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Said arbitration shall take place in San Francisco, California at such time and location as selected by the Arbitrator, if the parties cannot mutually agree to a time and location. The Arbitrator shall apply California law with regard to the resolution of such dispute,regardless of any conflicts of law or statutory arbitration rules.The award of the Arbitrator may be enforced by the entry of a judgment by any court having jurisdiction. In this regard, the parties specifically agree that the California courts have competent personal and subject matter jurisdiction over the parties to this Agreement and that any action necessary to enforce, interpret or address any provision of this Agreement shall be brought in the Superior Court of California, County of San Francisco.Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.

Miscellaneous:

This Agreement shall be governed and construed in accordance with the laws of the State of California without giving effect to its conflicts of laws principles and without regard to its location of execution or performance. The parties hereby stipulate and agree that the Superior Court of California, County of San Francisco, is the forum selected by the parties for the resolution of any issues arising under, out of or in regard to this Agreement, and they hereby agree and submit to the personal and subject matter jurisdiction thereto. This shall include, but is not limited to, the enforcement of any Arbitration award under the arbitration provisions of this Agreement. The provisions of this Agreement are severable, and if any provision of this Agreement shall be held to be invalid, illegal, or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby and shall be enforced to the fullest extent permitted by law. No changes, modifications, or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. Notwithstanding the above, changes in the fee per Lead may be changed by a written offer and acceptance between the parties hereto. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Each of the individuals executing this Agreement on behalf of a party individually represents and warrants that he or she has been authorized to do so and has the power to bind the party for whom he or she is signing. Signatures executing this Agreement may be delivered by electronic or facsimile transmission.

Invoicing and Payment Processing:

Prepay Billing: I hereby authorize Presidio Interactive Corp. to charge the indicated credit card for the amount due under my contract with Presidio Interactive Corp. I further authorize Presidio Interactive Corp. to charge the indicated credit card for future purchases if a request is submitted to and accepted by Presidio InteractiveCorp. This Payment Authorization shall remain in force until cancelled by me in writing.

BY ELECTRONICALLY SIGNING THE AUTHORIZATION FORM, I HEREBY AUTHORIZE PRESIDIO INTERACTIVE CORP. TO CHARGE THE INDICATED CREDIT CARD AND AGREE TO THE SPECIFIC DETAILS OF THE ABOVE PURCHASE ORDER. I AUTHORIZE PRESIDIO INTERACTIVE CORP. TO KEEP MY CREDIT CARD INFORMATION ON FILE FOR FUTURE PURCHASES. I UNDERSTAND THAT ALL ACCOUNT CANCELLATIONS MUST BE MADE IN WRITING AND WILL BE EFFECTIVE IN THE FOLLOWING BILLING CYCLE. UPON CANCELLATION EXISTING PURCHASE ORDERS ON FILE WILL REMAIN IN EFFECT UNTIL THE LEADS HAVE BEEN EXHAUSTED; NO CREDIT WILL BE GRANTED FOR PRIOR BILLINGS. I AGREE THAT I WILL NOT DISPUTE PRESIDIO INTERACTIVE’S BILLING WITH MY CREDIT CARD ISSUER SO LONG AS THIS AUTHORIZATION FORM IS IN EFFECT. I GUARANTEE AND WARRANT THAT I AM THE LEGAL CARD HOLDER FOR THIS CREDIT CARD, AND THAT I AM LEGALLY AUTHORIZED TO ENTER INTO THIS BILLING AGREEMENT WITH PRESIDIO INTERACTIVE CORP. ADDITIONALLY, BY SIGNING WITHIN, I AGREE TO ABIDE BY THE STANDARD TERMS AND CONDITIONS LISTED BELOW.