PURCHASE AGREEMENT TERMS AND CONDITIONS

These terms and conditions govern Spot-On’s purchase of advertising on behalf of our clients. As a Spot-On client you agree that the following terms and conditions shall govern the purchase of advertising space by Spot-On (and its employees or agents) on your behalf.

1. BILLING AND PAYMENT

(a) Payment for all orders must be made to Spot-On in cash prior to the start of the ad’s scheduled run or “flight dates”. We will not sign insertion orders on your behalf or guarantee placement of your ads until payment in full has been received by Spot-On.

Payments over $20,000 must be made by wire transfer to Spot-On. We cannot accept payment by credit card.

(b) We will send you, by email to the address you have provided, a reconciliation at the end of each ad flight or at mutually agreed intervals within the flight for ad flights in excess of $50,000 gross payment. You have 30 days from the receipt date of transmission of that reconciliation statement to report errors to us and to begin resolve any discrepancies in regard to impression reporting discrepancy and/or the amount charged for same. Your failure to report any such discrepancy or disagreement in writing within such time will constitute a waiver of any claim relating to such discrepancy or disagreement.

(c) Spot-On’s Pinpoint Placement Buys are purchased by us directly or by third-party vendors on a real-time bidding basis via multiple ad exchanges. Prices for these placements may vary, depending on market demand. Spot-On will set an initial CPM estimate for these transactions and report to you promptly if we see price fluctuations. We will not be liable for price increases that reduce the reach or duration of your ad buys on these exchanges.

2. PRODUCTION/CREATIVE

(a) You will submit advertising material as soon as possible to ensure proper publication. Changes to instructions — or new creative — should be made in writing via email 72 hours ahead of the desired change.

(b) Different publishers have different technical specifications for their ads. We will do our best to make sure your production team understand the technical specifications of our publishers. In rare cases of repeated submissions and difficulty with specifications, we may impose a fee of up to $1000 for resubmission of creative art work not meeting standards or technical specifications set by our publishers.

(c) You assume liability for all content (including text representation and illustrations) of advertisements published and for any claims arising from them including costs associated with defending against such a claim. You warrant that all advertising material that you submit shall not infringe upon or violate any trademark, copyright, trade secret or privacy right nor shall it constitute false or misleading advertising or libel or slander against, nor violate any common law rights or any other rights of any person, firm or corporation. You agree to indemnify Spot-On, its successors, assigns, licensees, officers, directors and employees, and hold them harmless from and against any and all claims, liability, losses, damages, costs, expenses (including but not limited to attorneys’ fees), judgments and penalties arising out of your breach of any warranty made by you under this Agreement.

(d) You and your agents shall comply with all federal, state and local laws and regulations applicable to any type of election campaign including the inclusion of disclaimers and other “credit” lines required by law in the jurisdictions where the campaign may run.

(e) If we receive a claim by a publisher that you have failed to meet these legal standards, we will remove the ads. We will not refund payment under these circumstances and will not resubmit ads until the concerns of the publishers are satisfied.

(f) We understand that you will disclose our compensation and expenses, as well as accrued but unpaid invoices, on public campaign reports. We will furnish you with detailed reports of all expenses incurred in connection with this Agreement in a timely fashion as required by applicable law governing your campaign.

3. FAILURE TO PUBLISH

(a) If, due to public emergency or necessity, force majeure events, restrictions imposed by law, acts of God, labor disputes or for any other cause, including mechanical or electronic breakdowns, beyond Spot-On’s control, an omission of any ad contracted to be carried hereunder occurs, your options include: 1) publication of the omitted ad on a substitute date suggested by Spot-On, 2) refund of your ad buy less a service charge of 10 percent of the gross amount.

(b) Although we will do our best to correct all errors, we are not liable for publisher’s mistakes. In cases where publishers and online outlets fail to fulfill an advertising flight placed by us we will notify you promptly and refund the difference between purchase and spend within 90 days of our submitting the final reconciliation reports to you in regard to the campaign.

4. TERMINATION/CANCELLATION

(a) You may terminate this Agreement to purchase ads 72 business hours in advance of your intent to cancel with written notice to Spot-On to the following email address: advertise@spot-on.com. Most insertion orders from our publishers carry cancellations policies and many will hold us to those notices, retaining payments upon cancellation. We will respect those notices and bill you accordingly.

(b) If a contracted ad is cancelled for any reason (including delays in creative preparation or transit) after the established deadline for an ad flight start date Spot-On, at its sole and reasonable discretion, may push back the ad flight’s run dates.

(c) Cancellation of online insertion orders prior to completion of the requested run will not result in pro-rated refunds.

(d) Insertion orders signed within 14 days of an election for a candidate or campaign subject to that election are NOT covered by our refund policy. These buys are submitted at your risk and we will not be liable for failure to fulfill on the part of publishers and online outlets.

(e) Public affairs campaigns are billed on flat-rate pre-order basis. We understand that the needs of these campaigns may be fluid. As such, we will credit — but not refund — any shortfall for the initial public affairs or lobbying effort ad buy in which Spot-On participates. That credit can be applied to future efforts for that same entity/client.

ARBITRATION ETC.

It is mutually agreed that disputes arising under this agreement will be submitted to binding arbitration pursuant to the rules of the American Arbitration Association in the State of California, USA. This Agreement is entered into, and the entire transaction contemplated by this Agreement shall be carried out, in the City and County of San Francisco, California, USA. You agree that any arbitration under this Agreement and the relationship and transactions entered into pursuant to this Agreement shall be conducted in San Francisco, California, USA and you further agree that proper venue for any legal action under this Agreement shall be the courts located in the City and County of San Francisco, USA.

If any term or condition of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.