Business Agreement

RECENT UPDATE: June 15, 2017

This insertion order, between Golden Link Plus (GOLD) and Advertiser, sets forth the rights and obligations of each party with respect to the advertising campaign described earlier in this document. Advertiser understands that the sole obligation of GOLD is to execute the referenced advertising campaign as described in this insertion order.

1. PAYMENT:

Advertiser agrees to pay GOLD for all advertising published by GOLD, its assigns and/or affiliates, on a CPA basis (Cost Per Action, Cost Per Acquisition or Cost Per Application) in accordance with the terms of this document. All such actions, acquisitions, applications and/or other form ofpayable events herewith shall be referred to as “Actions”. Unless otherwise stated, GOLD will invoice advertiser at the end of each month for such Actions as generated by GOLD for the corresponding month. Unless otherwise stated, Advertiser shall send payment for each monthly invoice to GOLD within five (5) days of the end of billing month. GOLD will set a monthly credit limit for Advertiser. Should the credit limit be reached prior to the end of the monthly billing cycle, GOLD will pause campaign(s) and require immediate payment or reassessment of credit limit prior to re-launch and/or change net terms or frequency of invoicing. (For Advertisers based outside the United States, Advertiser also agrees to pay any wire fees that Advertiser’s banks, whether account holding or intermediary, deduct as a result of sending payment). All payments not made within the (7) days of the due date shall accrue interest at the rate of 1.5% per month, or the highest rate allowable by law, whichever is greater. Advertiser agrees that it shall be solely liable for payment to GOLD. Further, Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third party including, without limitation, Advertiser’s clients. GOLD’s failure to invoice Advertiser shall not constitute the waiver of any amounts due to GOLD by Advertiser and/or GOLD’s breach of this insertion order. Should Advertiser and/or Client default in the payment of any invoice, GOLD shall have the right to shorten payment terms to Due Upon Receipt and/or require payment in advance for continued services, at the sole discretion of GOLD and without notice required. Advertiser agrees to pay all costs incurred by GOLD including, but not limitedto, collection agency and attorneys' fees and costs, as a result of having to enforce the terms of this insertion order. If Advertiser is unable to provide conversion information, and/or GOLD’s tracking system fails to report Actions or reports less Actions than the actual amount, then Advertiser agrees to pay GOLD based on an estimate to be negotiated in good faith by the parties based on the data available to both parties.

2. REPORTING:

Reporting will be based onthe number of Actions as shown by GOLD’s own tracking methods, typically a pixel placed on Advertiser’s site. Advertiser agrees to provide GOLD with final number of valid actions for each month by the 7th of the following month or will be billed an additional 5%on top of GOLD’s reported number. Advertiser acknowledges that GOLD’s tracking of Actions may be subject at times to either under or over-reporting, and agrees to release its own transaction logs and other tracking records, if requested, to GOLD in the event of a discrepancy. Advertiser agrees to pay GOLD for all actions legitimately caused by campaign placements made by GOLD or its affiliates whether tracked by GOLD or not. Conversely, should Advertiser find instances of GOLD over-reporting of Actions (showing more Actions than Advertiser’s own tracking), Advertiser agrees to notify GOLD within 48 hours of occurrence of the actual number of Actions completed. In such case, GOLD agrees to provide detailed information on each over-reported Action if such information exists, and Advertiser agrees to pay for any Actions that contain sufficient information to qualify said Action as legitimate. In the event that Advertiser and GOLD encounter under or over-reporting, both parties agree to work diligently to resolve such discrepancies, and also agree to work together to address any technical issues so as to eliminate discrepancies in the future. GOLD may accept changes material to campaign specific details only by accepting such terms in writing. Upon such acceptance, GOLD retains the right to effect requested changes within forty-eight (48) business hours.

FOR ALL LEAD GENERATION CAMPAIGNS:

A“valid” lead is defined as any Action generated that fires GOLD’s tracking pixel on the confirmation page and does not contain fraudulent information. Any Actions determined to be “invalid” thatdo contain obviously fraudulent information may be returned to GOLD within five(5) business days from month end. 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.

FOR ALL CAMPAIGNS REQUIRING A CREDIT CARDTRANSACTION:

A “valid” lead is defined as any Action generated that fires GOLD’s tracking pixel on the confirmation page. Any Actions determined to be “invalid” that do contain obviously fraudulent information may be returned to GOLD within five (5) business days from month end. 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.

3. ADVERTISER REPRESENTATIONS:

Advertiser represents and warrants that it holds required intellectual property rights and/or licenses to permit the use of advertising materials by GOLD and GOLD’s publishers. Advertiser warrants that its materials so provided to GOLD do not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights; do not violate any law, statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or deceptive advertising; and are not defamatory or trade libelous in any way.

4. ASSIGNMENT:

Advertiser will not assign this insertion order without GOLD’s prior written consent. GOLD may assign all or a portion of its duties and obligations hereunder to any affiliate, successor and/or other third party. Subject to the foregoing, the terms of this insertion order will be fully binding upon, inure to the benefit of and be enforceable by the parties’ respective successors, heirs, executors, administrators and permitted assigns.

5. CREATIVE CONTROL:

Advertiser will be solely responsible for creating, managing, editing, reviewing, cancelling and otherwise controlling the advertising banners, display creatives, text advertisements and other materials issued to GOLD. Advertiser acknowledges that GOLD is acting only as a passive distributor of such content. GOLD has no obligation to Advertiser regarding the content of advertisements Advertiser places with GOLD. GOLD undertakes no responsibility to review the content, or any affiliate-generated content, to determine whether any such content may result in liability to third parties.

6. DISCLAIMER OF WARRANTIES:

Both parties provide all services performed hereunder "AS IS" and hereby expressly disclaim all warranties, expressed or implied, regarding their services or anyportion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, both parties specifically disclaim any warranty regarding: (1) the number of individuals who will see the content; and (2) any benefits that the other party might obtain from the campaign. Neither party guarantees continuous or uninterrupted service to the campaign. Should advertiser’s campaign(s) be interrupted, make-goods will be calculated based on the average conversion rate and number of clicks for each publisher during its normal period of operation for the length of time that the interruption(s) last. Advertiser agrees to compensate GOLD for this make-good. All numbers and amounts relating to conversions or leads contained in this insertion order are estimates only, and are not at all guaranteed by either party. Due to the nature of the advertising methods, over-delivery and under-delivery are typical. In the event that GOLD over-delivers (i.e. Advertiser orders and pays for 200 Actions and GOLD delivers to the Advertiser 250 Actions) then Advertiser shall be liable for payment of all overage up to three hundred percent (300%) of the amount ordered and pay such costs on net five (5) terms.

7. LIMITATIONS ON LIABILITY:

In no event shall either party be liable for any special, direct, indirect, incidental, actual, punitive or consequential damages, or for interrupted communications, lost data, lost revenue or lost profits arising out of, or in connection with this insertion order. Under no circumstances shall either party be liable to the other party or any third parties for an amount greater than the amounts received from Advertiser pursuant to this insertion order.

8. INDEMNITY:

Advertiser agrees to indemnify, defend, and hold harmless GOLD, its parents, successors, subsidiaries, and affiliates, and their respective directors, officers, agents and employees for any claims, liabilities, costs and expenses (including reasonable attorney’s fees) made against GOLD by a third party or parties or a government agency as a result of: (i) any breach of the terms of this Agreement, including but not limited to the foregoing representations and warranties; (ii) any claim arising from the sale or license of Advertiser's goods or services; (iii) any violation of an applicable law, rule, or regulation by Advertiser; or (iv) any other act, omission or misrepresentation by Advertiser. GOLD agrees to indemnify, defend and hold harmless Advertiser, its parents, successors, and subsidiaries, and their respective directors, officers, employees (the “Advertiser Indemnified Parties”) for any claims, liabilities, costs and expenses (including reasonable attorney’s fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or willful misconduct by GOLD. The indemnifying party may participate in the defense of the indemnified party at its own expense.

9. CONFIDENTIAL INFORMATION:

Neither Advertiser nor GOLD shall disclose or use the other party’s confidential information for any purpose other than the purposes contemplated by this agreement, unless such disclosure or use is allowed by written permission of the other party. However, either party may disclose the other party’s confidential information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure. Advertiser’s confidential information shall remain the property of Advertiser, and GOLD’s confidential information shall remain the property of GOLD. The parties shall not disclose any of the terms and conditions of this document to any third party without the express prior written consent of the other party.

10. PRIVACY:

Advertiser warrants that engaging in the services provided by GOLD pursuant to this Insertion order shall not violate Advertiser’s privacy policy. All parties represent and warrant that they are fully compliant with applicable privacy laws, and all federal and state regulations. All parties shall also provide notice for, and fully disclose, their respective privacy policies and practices to visitors to their website(s).

11. TERMINATION:

Advertiser may terminate this insertion order upon providing ten days written notice to GOLD. GOLD may terminate this insertion order upon providing forty-eight (48) business hours notice. In either case, Advertiser shall remain liable for all costs incurred prior to termination.

12. E-MAIL SUPPRESSION LISTS:

The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective businesses including, without limitation, CAN-SPAM and all other laws governing deceptive trade practices and/or online marketing and/or advertising. In the event that Advertiser desires distribution of its campaigns via email, Advertiser agrees to provide a regularly updated suppression list to GOLD containing current unsubscribe requests in conformance with CAN-SPAM. GOLD agrees to include a physical address for Advertiser in the body of every email. Advertiser must provide to GOLD its physical mailing address. If Advertiser fails to provide such mailing address, GOLD will use the physical mailing address appearing in this insertion order.

13. JURISDICTION:

This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules. If any legal action is required to enforce this contract, such will be filed with a court in or near Los Angeles, California.

14: SECURED OBLIGATIONS:

Advertiser and/orClient’s payment of obligations under this contract shall be guaranteed by all general corporate assets of Advertiser and/or Client, and not subordinated to any other obligations. In the case that a Personal Guaranty is required by GOLD in addition to such general corporate asset security, both forms of security shall be enforceable and separate and concurrent collection actions may be undertaken to collect obligations hereunder. Further, if Advertiser creates or becomes an owner, partner or executive of a subsequent similar entity (an LLC, DBA, sole proprietorship, partnership or any other form of business entity) in order to conduct internet media buying or selling, campaign brokering, distribution of online ad campaigns or any other business conducted under this contract, that entity will assume full liability for all accounts owing under this contract, jointly and severally with Advertiser and Client, as applicable.

15. MISCELLANEOUS:

This insertion order shall be governed by, interpreted and construed in accordance with the laws of the State of California. The parties are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby. This insertion order sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter and may be changed only by a subsequent writing signed by both parties. Unless otherwise stated, this insertion order is non-exclusive to either party and either party shall have the right to enter into similar agreements with other third parties. The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective businesses including, without limitation laws governing deceptive trade practices.