Media Response, Inc.


MASTER ADVERTISER AGREEMENT


THIS ADVERTISING AGREEMENT (the "Agreement") is entered into by and between Media Response Inc. ("Media Response") and the applying party submitting the application for merchant status (the "Merchant"), also referred to herein jointly as the parties ("Parties", each a "Party"). This Agreement supersedes any and all prior agreements, whether written, oral, express, or implied, of the Parties with respect to the Campaign set forth herein and in the insertion order. This Agreement is entered into as of the date signed on the insertion order (IO) provided by Media Response Inc. and agreed upon by both parties.

Media Response is not responsible for the success of   merchant’s advertising campaign. No refunds. All representations and warranties, express or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, are hereby disclaimed by Media Response, in no event shall Media Response be liable for any direct, indirect, special, exemplary, incidental, consequential or punitive damages, irrespective of whatever such damages were foreseeable or unforeseeable.  Media Response may cancel campaign with 24 hours notice, for any reason. Publisher will agree to Media Response's Publisher Agreement terms as listed during the creation of the publisher's account with Media Response. The limit of Media Response's liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) in any manner related to this agreement, for any and all claims, shall not in the aggregate exceed the fees and expenses paid for the services rendered by Media Response, Campaigns may be coupled with others (non-compete) in the event that similar targets/demographic are sought.


CANCELLATION: Either party may cancel this agreement for any reason with 48 hours notice.


1. Terms of Payment
Clients will be invoiced in the beginning of each month for the services provided in the previous month. Payment must be made to Media Response within fifteen (15) days of the invoice date. Late payments will accrue interest at the rate of one and one half percent (1.5%) per month or the highest rate permitted by law. In the event of your failure to make payment, you will be held responsible for all collection expenses including attorney's fees and collection agency fees. Media Response reserves the right to ask for advance payment of services for those clients whose credit history is unacceptable, not reference able or not well established.

2. Relationship of Parties
Each party hereto shall be and act as an independent contractor and not as associate, joint venture partner, or delegate of the other. Publisher acknowledges that Company and the Service Participants are not partners or affiliates, and that neither Company nor the Service Participants can nominate any representations, guarantees or warranties on behalf of the other; comprising without restriction, any guarantees of merchantability or fitness for a particular purpose, are hereby disclaimed by Media Response, in no event shall Media Response be liable for any direct, incidental, special, exemplary, incidental, consequential or punitive damages, irrespective of whatever such damages were foreseeable or unforeseeable. Media Response may cancel campaign without any prior notice, for any cause. The limit of Media Response's liability (whether in agreement, tort, negligence, strict liability in tort or by statute or otherwise) in any manner related to this agreement, for any and all claims, shall not in the combination pass the charges and costs paid for the services rendered by Media Response, Campaigns may be paired with others (non-compete) in the event that similar targets/demographic are requested.

3. Renewal
Except as expressly stated in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at Media Response's sole discretion. Pricing for any renewal period is subject to change by Media Response from time to time.

4. No Assignment or Resale of Ad Space
You may not resell, assign or transfer any of your rights as described in these Terms, and any attempt to do so will result in immediate termination of this contract, without liability to Media Response .

5. Limitation of Liability
If Media Response fails to publish an advertisement in accordance with the schedule agreed upon in the Insertion Order (or fails in any other way, technical or otherwise, to fulfill your advertising schedule as agreed upon in the Insertion Order), Media Response's sole liability to you will be limited to either a refund of the proportional advertising fee, or placement of the advertising at a later time in a comparable position. Media Response will not be responsible for any consequential, special, lost profits, or other damages arising from any failure to timely publish any advertisement as agreed upon in the Insertion Order. Without limiting the foregoing, Media Response will have no liability for any failure or delay caused by any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the control of Media Response which affects production or delivery in any manner.

6. Advertisers Representations; Indemnification
Advertisements are accepted with the understanding that you have the right to publish the contents of the advertisement, without infringement of any rights of any third party. In consideration of such publication, you agree to indemnify and hold Media Response harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Media Response in connection with any claims of any kind arising out of publication of the advertisement (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices) and/or any of your material to which users can link through the advertisement.

7. Agency Representation
Agencies representing their clients for advertising with Media Response will be held jointly and independently responsible for all invoices generated on behalf of their client. All exceptions to this contractual representation must be documented in advance to Media Response and must be accompanied by a signed statement of acceptance by the direct advertiser. This documentation must also include a direct billing address where the invoices will be mailed.

8. Provisions of Advertising Material
You will provide all creative materials for the advertisements, in accordance with Media Response's policies in effect from time to time, including, without limitation, Media Response 's policies regarding (a) the manner of transmission of creative material to Media Response , and (b) the time period prior to publishing the advertisement or transmitting the email that you must transmit the creative materials to Media Response . Media Response will not be required to publish any advertisement if required creative materials are not received in accordance with those policies. It is Media Response's policy to purge creative files that have been dormant for more than 90 days.

9. Right to Reject Advertisement
All advertising content is subject to Media Response's approval. Media Response reserves the right to reject or cancel any advertisement, insertion order, space reservation, or position commitment at any time. In addition, Media Response has the absolute right to reject any URL link embodied within any advertisement.

10. Cancellations
Either party may cancel with 2 busines days notice unless otherwise noted in *NOTES section of the Media Response IO.

11. Construction
No conditions other than those noted in the Insertion Order or these Terms will be binding on Media Response unless expressly agreed to in writing by Media Response. Media Response will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the advertising agency. If there is any discrepancy between the Insertion Order and these Terms, the Media Response IO will control.

12. Campaign Performance and Reporting
Media Response generates and provides current advertisers with campaign performance reports via the Web, e-mail or fax transmission. Reporting frequency and format are flexible. Media Response reporting data serves as the de facto record of ad delivery. In the event that reporting discrepancies arise between Media Response campaign performance reports and any third party campaign performance reports related to the execution of a campaign, Media Response's performance reports will be regarded as the correct and actual record of campaign delivery in regards to meeting the campaign delivery goals stated in the Insertion Order.

13. Miscellaneous
These Terms, along with the Insertion Order: a) shall be governed by, and construed in accordance with, the laws of the State of Washington, without giving effect to principles of conflicts of law; b)may be amended only by a written agreement executed by an authorized representative of each party; and c)constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties.

14. Mutual Indemnification
Each party will defend, indemnify, and hold harmless the other party, and their respective directors, officers, technology partners, employees, affiliates, and agents from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney's fees and expenses) (collectively "Claims") arising from any breach of this Agreement.


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