ORDERS FOR ADVERTISEMENTS:

These Standard Terms and Conditions, together with the preceding quote (collectively, the “Agreement”) govern the terms under which Ronin Growth may manage digital campaigns for the ADVERTISER. References to “ADVERTISER” in these Standard Terms and Conditions mean the “ADVERTISER” as specified in the preceding quote.

TERM:

This Agreement shall commence on the effective date as indicated by the signing and shall remain in effect through the quoted program’s end.

INDEMNITY AND HOLD HARMLESS:

ADVERTISER agrees to indemnify, defend, protect and hold free and harmless Ronin Growth and its officers, members, directors, and employees from and against any liabilities, damages, costs, expenses, obligations, claims, fines, penalties, or losses, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault or negligence of ADVERTISER, its agents, employees, and sales personnel or the publication of any editorial or ADVERTISER materials supplied by ADVERTISER, including, without limitation, any such liability arising out of copyright, privacy, or antitrust. ADVERTISER shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of Ronin Growth.

Ronin Growth does hereby indemnify and hold harmless ADVERTISER and its officers, members, directors, and employees from any liability, damages, costs, expenses, obligations, claims, fines, penalties, or losses, including but not limited to all attorney’s fees and other costs of defence, arising in any way from the fault or negligence of Ronin Growth, its agents, or employees or the publication of any material supplied by Ronin Growth. Ronin Growth shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of the ADVERTISER.

ASSIGNMENT:

Ronin Growth’s services hereunder are personal. This Agreement may not be assigned or transferred by Ronin Growth without the prior written consent of the ADVERTISER.

MODIFICATION:

This Agreement may only be modified in writing and signed by both parties hereto.

CONFIDENTIALITY:

Information that is disclosed by one party to the other party, and that is marked “confidential,” or which under the circumstances ought reasonably to be treated as confidential information (including this agreement), will be treated as confidential by you. You will not disclose to a third party such information or use such information other than for the purpose for which it was provided without our written consent. This limitation will apply for one (1) year after the disclosure of such confidential information. The foregoing limitations do not apply to the extent such information: (a) is or subsequently becomes publicly available other than through a breach of these limitations; (b) is already known to the receiving party at the time of disclosure; (c) is developed by the receiving party independent of such information, or (d) is rightfully received from a third party without restrictions on disclosure or use.

Ronin Growth and ADVERTISER collectively agree to keep the terms of this Agreement and all information about the advertising sales and other information about either party’s business strictly confidential except as may be required to sell Advertising. Either party shall notify the other party promptly if any such disclosure is requested or required. Neither party shall issue any press releases or public announcements about this Agreement or the Advertising Sales unless such releases or announcements have been approved by the other party before issuance.

COMMITMENT AND PAYMENT TERMS:

Unless otherwise agreed upon, the ADVERTISER will be billed in full upon advertising campaign activation. Ronin Growth will invoice ADVERTISER for all fees under this Agreement, and ADVERTISER will pay Ronin Growth all invoiced amounts within 30 days after the date of the invoice to Ronin Growth. Ronin Growth may remove any advertisements and cancel any Agreement if ADVERTISER is in default of its payment obligations. Amounts due hereunder do not include taxes or other government fees, the computation and payment of which (other than taxes on Ronin Growth income) is the responsibility of the ADVERTISER.

REPORTING:

Ronin Growth will provide monthly reports, at a minimum, taken directly from the applicable advertising account(s) demonstrating key metrics such as clicks, impressions, and click-through rates. ADVERTISERS will only be privy to the results of their advertising or the cumulative results of their program when sponsoring a cooperative initiative.

INDEPENDENT STATUS:

The parties intend that this Agreement will create an independent contractor relationship. Nothing in this Agreement shall be construed as making the parties joint venturers or as making either party or any of its employees the employee of the other.

COVENANT NOT TO DIVERT:

During the term of this agreement and for one (1) year thereafter, the parties will not directly or indirectly solicit, induce, attempt to induce, or endeavor to entice away any employee of the other party, whether for their account or the account of a third party.