ADVERTISING AGREEMENT

ADVERTISING AGREEMENT This Advertising Agreement (“Agreement”) is entered into, as of the date submitted, between Unlimited Net Resources, LLC, dba RXMG (“Company”) and the advertiser identified below ( “Advertiser”). Company and Advertiser may be referred to herein individually as a “Party,” or collectively as the “Parties.” By submitting your information, the Parties agree to be bound by the following terms and conditions with respect to the creation, placement, and delivery of advertising campaigns for the benefit of the Advertiser.

1. Ads. “Ads” means any advertising materials provided by or approved by Advertiser, which include any html or text creatives, images, videos and other materials, and for email advertisements will include from and subject lines, creatives, and a footer containing the name, address and opt-out information for the owner of the product or service being advertised.  Advertiser assumes all responsibility for any liability arising out of or relating to (a) the Ads; (b) any claims made in the Ads; (c) any products or services advertised in the Ads; and/or (d) any material to which users can link through any of the Ads.  Advertiser agrees to review and confirm that the Ads, and subsequent modifications, pixel placement and any conditions set forth in an Insertion Order are properly functioning, that proper creatives and information are displayed and every other expectation of Advertiser regarding the Insertion Order is satisfied.  For any campaign which will be delivered via email, the Advertiser will provide an accurate and up to date list of email addresses of those persons who have opted-out of the receipt of further communications from Advertiser (the “Suppression List”).  
2. Insertion Order. The specific terms of each advertising campaign provided by Advertiser to Company may be outlined on a separate Insertion Order (“IO”).  In the event of any conflict of terms between the terms written on the IO and this Agreement, the terms of this Agreement shall prevail.  
3. Tracking and Payment. Advertiser agrees to pay Company for all compensable advertising traffic provided by Company’s publishers.  Unless stated otherwise on an IO, all advertising traffic will be tracked via the Company’s electronic tracking system. Advertiser agrees not to modify, disable or re-direct links provided to Company or in any way impede or impair the Company’s ability to track the amount of payable actions.  Company will invoice Advertiser monthly for traffic from the preceding month. Advertiser agrees that only numbers provided on the Company invoice are final and binding as statistics provided during the month or via the electronic system may not be accurate and should not be relied on until finalized. Payments must be made on a net 15 day basis.  All late payments will accrue interest at the rate of 1.5% per month or the maximum allowable interest, whichever is greater.  Advertiser will have seven (7) days to allege any fraudulent activity.  
4. Changes to Advertising Campaigns.  Advertiser agrees to provide at least two (2) business days’ prior written notice to Company of any scheduled website maintenance or downtime, or of any change in the advertisement creatives, payouts, links, websites or other advertising content.  If the Advertiser’s website or links are inoperable and Company has not been properly notified, then Advertiser agrees to pay an hourly rate equal to the highest actual “click to conversion” rate during the seven (7) day period during the campaign, or if an actual “click to conversion” rate is unavailable, then a reasonable “click to conversion” rate, any rate determination under this section will be at Company’s sole discretion.  For CPM drops, Advertiser will be charged for the entire CPM campaign. Advertiser agrees that it will not redirect links provided to Company to an alternate destination (i.e., a landing page) without providing at least two (2) business days’ prior written notice to Company.
5. Term and Termination.  This Agreement shall commence on the date submitted and may be terminated by either Party at any time by providing written notice of its intent to terminate at least three (3) business days prior to the termination.  Advertiser will pay for all work performed by Company under this Agreement up to and including the termination date and time. Where applicable, Company shall retain all rights to any creatives, advertisement graphics and/or links created for Advertiser.  
6. Company Representations and Warranties.  Company hereby represents and warrants that it has full power and authority to enter into this Agreement. If approved to do so, as set forth above, Company agrees to make the Ads available to its publishers so that the publishers may send the Advertiser’s advertisement to their lists of consumers. Company further represents and warrants that its Publishers have all contracted and agreed to comply with all applicable laws and regulations.  Advertiser acknowledges and agrees that Company is not responsible for the conduct of its Publishers, the content of their data lists, or any claims by Advertiser, a third party, or government entity that a Publisher has violated any law, regulation or right of a third party, as any such claim must be made directly against Publisher and Advertiser specifically waives its right to pursue any action against Company that is based on or derived from the action or inaction of a Publisher of Company.  
7. Advertiser Representations and Warranties.  Advertiser hereby represents and warrants that it has full power and authority to enter into this Agreement. Advertiser further represents and warrants that: a) the Ads, any materials or sites linked from the Ads, and the advertised products or services: i) comply with all applicable laws and regulations; ii) do not include material that is illegal, obscene, pornographic, shows nudity, indecent, threatening, abusive, libelous, defamatory, discriminatory, racist; iii) do not infringe on any intellectual property or privacy right of a third party; iii) do not contain viruses, worms, Trojan Horses or other harmful files; b) a reasonable basis exists for any claims made in the Ads or linked materials and Advertiser has documentation and proof to support any claims made in the Ads; c) the Ads and advertised products/services comply with all applicable laws and regulations; d) Advertiser holds the necessary rights to permit the use of the Ads for the purpose of this Agreement and that the use, reproduction, distribution, or transmission of the Ad will not violate any laws or any rights of third parties; e) the Ads are not directed at children under thirteen (13) years of age; f) the links contained in the Ads are directed to the intended destination and will not be changed without prior notice to Company; g) all Suppression Lists provided to Company are current and accurate; and h) Advertiser will indemnify the Company for any claims, including actual attorney’s fees and costs, that the Ads or the advertised product or service violates any law, regulation, or right of a third party and/or for any breach of the representations and warranties or other terms contained herein; and Advertiser will promptly notify Company of any claim that may give rise to indemnification.
8. Confidentiality.  Both Parties acknowledge that they will maintain the secrecy of the other Party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event less than due care.  Upon a Party’s request, the recipient of Confidential Information will promptly destroy or return the disclosing Party’s Confidential Information and any copies thereof contained in or on its premises, systems or any other equipment otherwise under its control.  Both Parties acknowledge and agree that any breach of this confidentiality provision would cause irreparable harm to the other and both Parties agree that the non-breaching Party may seek an immediate injunction against any actual or threatened breach of this provision.  This Agreement to maintain confidentiality will survive the termination of this Agreement for a period of one (1) year.  “Confidential Information” means all material, non-public, business-related information, written or oral, whether or not it is marked as such, that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation.
9. Non-Solicitation.  During the term of this Agreement and for a period of six (6) months following the termination of this Agreement, Advertiser agrees not, directly or indirectly, for themselves or any other individual or entity, to solicit to hire or employ any employee, contractor, Publisher, affiliate, marketer, mailer, agent, or vendor of the Company without the Company’s prior written approval, which may be withheld in Company’s discretion. 
10. Disclaimer of Warranty.  THE COMPANY’S SERVICES (“SERVICES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OTHER THAN AS SET FORTH ABOVE, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY WARRANTY THAT THE MARKETING SERVICES WILL MEET ADVERTISER’S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED
11. Limitation of Liability.  OTHER THAN IN CONNECTION WITH INDEMNIFICATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER OR THE FAILURE OF SUCH SERVICES; (B) FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE PROVISION OF THESE SERVICES; OR (C) FAILURE IN PERFORMANCE OF THIS AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL.  COMPANY’S MAXIMUM LIABILITY TO ADVERTISER, ARISING UNDER THIS AGREEMENT OR ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO COMPANY UNDER THIS AGREEMENT DURING THE PRECEDING SIX (6) MONTH PERIOD.  
12. Entire Agreement and Amendments.  This writing is intended by the Parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement.  No amendment or extension of this Agreement will be binding unless in writing and signed by both Parties.
13. Assignment and Binding Effect.  The Advertiser will not assign its rights and obligations hereunder without Company’s prior written consent. This Agreement will inure to the benefit of and be binding upon the Advertiser and to its respective successors, assigns, heirs, executors, legal representatives and administrators.
14. Attorney Fees.  In any action brought to enforce any provision of this Agreement, the losing Party shall pay the prevailing Party’s reasonable attorney fees and costs. 
15. Governing Law and Venue.  This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed according to the laws of the State of California.  Any actions under this Agreement will be brought in a federal or state court of competent jurisdiction in Los Angeles, California and in no other jurisdiction.