Master Service Agreement

A. GENERAL
This Insertion Order is entered into by and between Advertising Results, Inc. and the advertiser or call purchaser (“Advertiser” or “Client”) and sets forth the parties’ respective rights and obligations with respect to the above-referenced advertising campaign set forth on page 1 of this Advertiser Insertion Agreement (the “Advertising Campaign”). Advertiser acknowledges that the sole obligation of Advertising Results, Inc. is to conduct the Advertising Campaign described herein. This Advertiser Insertion Agreement (or “Insertion Order”) shall be treated as Confidential by the Advertiser, and Advertiser shall not disclose any of the terms and conditions of this Advertiser Insertion Agreement to any third party without the express prior written consent of Advertising Results, Inc. Advertiser will not use confidential disclosures made by Advertising Results, Inc. to usurp the affiliates of Advertising Results, Inc., or have any direct contact with affiliates that is not previously authorized by Advertising Results, Inc.

B. PAYMENT
Advertiser agrees to pay Advertising Results, Inc. for all advertising published by Advertising Results, Inc. on a CPL, CPA or CPCall basis, as set forth on Advertiser Insertion Agreement. Payout totals and requirements per conversion may be made in writing without the execution of a new advertiser insertion agreement. Time is of the essence as it regards all payment terms in this Insertion Order. Advertiser agrees that it shall be solely liable for payment to Advertising Results, Inc. Further, Advertiser represents and warrants that it will allow ongoing payments as arranged on all invoices. Advertising Results, Inc.’ failure to invoice Advertiser shall not constitute a waiver of any amounts due to Advertising Results, Inc. by Advertiser and/or Advertising Results, Inc.’ breach of this Advertiser Insertion Agreement. In the event of Advertiser’s default relating to the timely payment of any invoice, Advertising Results, Inc. shall have the right to immediately revisit the terms of this Agreement and/or terminate the Agreement. Advertiser will still be liable for any monies due to Advertising Results, Inc. Further, in case of dispute or default by the Advertiser, Advertiser agrees to indemnify Advertising Results, Inc. and pay all damages and costs actually incurred by Advertising Results, Inc. including, but not limited to, collection agency and attorneys’ fees and costs, as a result of having to remedy breach of this Advertiser Insertion Agreement.

C. REPORTING
Reporting on leads and any other statistics are the responsibility of Advertising Results, Inc. based on ADVERTISING RESULTS reporting and all invoicing will be based on the counts generated by Advertising Results, Inc. All rates are based on a gross lead or gross sale basis. In the case of discrepancy between Advertising Results, Inc.’ reporting and Advertiser’s reporting, then payment will be based on whichever number is lesser. For cost per click clients, it is acknowledged between the parties once Advertising Results, Inc.’ pixel fires this triggers a responsibility for payment to Advertising Results, Inc.’ publishers. It is therefore agreed that should the Advertiser allow for Advertising Results, Inc.’ pixel to fire there may be no scrubs, deductions, or chargebacks of any kind under any circumstance.

D. PRIVACY
All parties represent and warrant that they are fully compliant with applicable privacy laws, and all federal, state, and/or provincial regulations. All parties shall also provide notice for, and fully disclose, their respective privacy policies and practices to visitors to their website(s). Client warrants that engaging in the services provided by Advertising Results, Inc. pursuant to this Insertion Order shall not violate Client’s privacy policy.

E. GOVERNING LAW/VENUE
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Montana, and the parties expressly consent that any dispute arising from or out of, or relating to this Agreement shall be resolved in State or Federal Court, as appropriate, located in Yellowstone County, Montana.

F. TERMINATION
Either party may terminate an Insertion Order for any reason or for no reason by providing the other party with 3-day prior written notice. (30 days with print campaigns) unless stated otherwise on the advertising/ insertion order agreement. Either party may terminate an Insertion Order at any time if the other party is in material breach of its obligations under this Agreement and such breach is not cured within five (3) days after written notice thereof from the non-breaching party. In the event of termination by either party for any reason pursuant to an Insertion Order, Advertiser shall cease distribution of the Advertising Campaign.

G. MUTUAL INDEMNIFICATION
Client and Advertising Results, Inc. agree to indemnify, defend & hold harmless one another from any & all liability, claim, loss, damage, demand or expense (including reasonable attorneys’ fees) asserted by any third party, including governmental entities, due to, arising from, or in connection with: any breach by either party of the terms of this Advertiser Insertion Agreement including, without limitation, any representation or warranty contained herein; any fraudulent conduct committed or negligence by either party; all liabilities related to the Campaign described on page 1 of this Insertion Order, any investigation or governmental claim, and/or any intellectual property claims associated with any and all copy & images supplied by both parties and its associated usage thereof.

H. CONFIDENTIALITY
Except as otherwise provided in this Agreement or with the consent of Advertising Results, Inc., you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Advertising Campaign, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

I. ENTIRE AGREEMENT
These terms set 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 of this Insertion Order and may be changed only by a subsequent writing signed by both parties. This Insertion Order is non-exclusive to Advertising Results. Advertising Results, Inc. 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/or provincial and federal statutes, rules and regulations with respect to their respective businesses including, without limitation and/or provincial laws governing deceptive trade practices, provided such third parties are not competitors of Client. In the event that it is required that Advertising Results, Inc. digitally sign or agree to additional terms when using Client’s affiliate marketing web site, both Client & Advertising Results, Inc. acknowledge and agree that such digital agreement is inconsequential and in no way binding, that it is the result of a technical requirement, which cannot quickly be altered, in order to view stats and or access creative or other campaign materials or details. Therefore, any terms which appear on Client’s website are to be disregarded & deemed non effective, and shall be superseded by these written Terms & Conditions as signed by both parties.

J. ASSIGNMENT
Client may not assign, transfer, subcontract or sublicense, in whole or in part, this Agreement, any Insertion Order or any of its rights or obligations under this Agreement, without Advertising Results, Inc.’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be considered void and invalid. 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 permitted assigns, successors, heirs, executors, administrators and permitted assigns.

K. LIMITATIONS of LIABILITY
ALL SERVICES PROVIDED BY ADVERTISING RESULTS, INC. ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADVERTISING RESULTS, INC. MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. ADVERTISING RESULTS, INC. IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM ADVERTISING RESULTS, INC. OR THROUGH THE ADVERTISING RESULTS, INC. NETWORK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL ADVERTISING RESULTS, INC. BE LIABLE TO ADVERTISER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF ADVERTISING RESULTS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT WILL ADVERTISING RESULTS, INC.’ TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR FIVE THOUSAND DOLLARS ($5,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADVERTISING RESULTS, INC. MORE THAN 6 MONTHS AFTER THE DATE UPON WHICH THE CLAIM AROSE. ADVERTISER ACKNOWLEDGES THAT ADVERTISING RESULTS, INC. HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. ADVERTISER AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

L. NON-CIRCUMVENTION
A) During the term of any Insertion Order in effect & for a period of 180 days thereafter, Advertiser shall not directly engage, contract with, work with, license, or permit any person, firm, or entity to represent Advertiser in any performance-based advertising relationship with any publisher within the Advertising Results, Inc. network unless a previously existing business relationship between Advertiser and such publisher can be demonstrated or Advertiser comes in contact through indirect means.
B) If a publisher initiates a performance-based advertising relationship with Advertiser and Advertiser later determines that such publisher was a publisher within the Advertising Results, Inc. network at the time publisher initiated the relationship and Advertiser didn’t have a pre-existing relationship or come in contact through indirect means, the Advertiser shall immediately terminate its relationship with publisher.
C) If Advertiser fails to comply with any requirements set forth in this Section, because the resulting damages will be difficult to quantify, Advertising Results, Inc. will be entitled to liquidated damages equal to any actual damages.