Legal Agreement for GodSpeed Media, a division of TrafficSpectrum Digital Interactive

GodSpeed Media, a division of TrafficSpectrum Digital Interactive, a California Corporation “GSM”, has designed these legal terms set forth here within to provide clear, concise, and transparent terms in order for all “Parties” (“referred collectively by Advertiser” , “Publisher”, “GSM”, and/or any other “Agents” representing the “Advertiser” or “Publisher”) to understand the business practices and “Legal Agreement” set forth by “GSM” and hereby agree that the advertising “Services” to be provided by “GSM” to “Advertiser” and “Publisher”, as specified in the “Insertion Order”, hereafter referred to as “Insertion Order”, shall be governed by the following Standard Terms and Conditions which will govern the purchase of media buying “Services” from “GSM” by “Advertiser” and the provision of “Services” by “GSM” to “Advertiser”. The type and nature of the “Services” to be provided by “GSM” shall be hereafter agreed upon from time to time and shall be set forth in writing on one or more addenda “Insertion Order” and executed, in writing, by both “Parties”. This “Legal Agreement” between the “Parties” shall constitute a binding “Legal Agreement” superseding any other signed and/or contractual “Legal Agreements” and these “Terms”, and the “Terms and Conditions” of which shall apply to each “Insertion Order” will supersede and remain in full force and set precedence in legal authority. By engaging and transacting in “Business” with “GSM”, “Advertiser” warrants that they have read this “Legal Agreement” and acknowledges all of the “Legal Agreement” and warranties and agrees “Advertiser” will be met and honored and upheld to the fullest extent of the legal law.

WHEREFORE the “Parties” agree as follows:

1. AGENCY AND WARRANTIES

1.1. “Advertiser” engages “GSM” to perform on “Advertiser’s” behalf, the “Services” related to advertising for the ad locations that the “Advertiser” has selected. “GSM” may place advertisements on “GSM” owned or third-party internet web properties “Web Properties”. “GSM” acts solely as agent for the third-party media sites and assumes no responsibility for any acts or omissions arising from the media placement on said media properties.

1.2. Representations and Warranties. Notwithstanding anything to the contrary contained herein, neither “Party” makes any warranties “including the implied warranties of merchantability, fitness for a particular purpose and non-infringement”, guarantees, representations, promises, statements, estimates, conditions or other inducements, expressed, implied, oral, written or otherwise except as expressly set forth herein.

1.3. “GSM” does not warrant or guarantee conversion rates, pay-up rates, response rates, advertising campaign success or ability to convert leads or responses into sales. “GSM” does not warrant or guarantee the profile or demographics of an audience. “GSM” does not guarantee to match colors, text, and photo image or screen design. “GSM” will make every effort to meet scheduled delivery and online dates but “GSM” makes no guarantee and accepts no liability for failure to meet said dates. All “Services” are contingent upon “GSM’s” ability to serve the “Web Properties” and obtain necessary online access.

1.4. Each party represents and warrants to the other party that: “i” the execution of the “Legal Agreement” by such party, and the performance by such party of its obligations and duties, do not and will not violate: any “Legal Agreement” to which such party is a party or by which it is otherwise bound, any applicable governmental law or regulation to which it is subject, or any trademark, copyright, intellectual property, or other third party right; “ii” when executed and delivered by such party, the “Legal Agreement” will constitute the legal, valid, and binding obligation of such party in accordance with its terms; “iii” such party shall render all “Services” to the other party in a professional and workmanlike manner, in accordance with generally accepted industry standards; and “iv” such party acknowledges that the other party makes no representations, warranties, or “Legal Agreement” related to subject matter not expressly provided for in the “Legal Agreement”.

1.5. “GSM” reserves the right to refuse any advertising banner, creative, copy, photographs or illustrations or other “Advertiser” provided material that in “GSM’s” sole and absolute discretion, is of any kind that “GSM” in its sole judgment believes is an invasion of privacy, is degrading, libelous, unlawful, profane, obscene, pornographic, intends to ridicule, embarrass or is in bad taste, or which in “GSM’s” sole judgment is an infringement on a trademark, trade name or copyright belonging to others, is inappropriate, improper, immoral, or illegal. “GSM” reserves the sole and exclusive right to refuse any Advertising Banner or other “Advertiser” provided material that does not arrive fifteen “10” days before the Flight Date.
1.6 “GSM” may at any time update, amend, reverse, or add additional “Terms” at any time or as sees fit

2. CAMPAIGN CONFIRMATIONS AND CREATIVE

2.1. Campaign Run/Cancellations: Campaigns will run through flight dates provided for in the IO or until lead quantity “if applicable” is reached, whichever comes first. A lead or leads refers to the underlying user action generated data for a particular Campaign, as specified in the IO, which is then processed by the “GSM’s” proprietary lead processing system and sent to “Advertiser” in the agreed upon format ““Leads”“. “Advertiser” agrees to pay for all Leads notwithstanding whether a campaign is extended beyond flight dates. Upon Notice of cancellation “GSM” will make every effort to cancel the Campaign, but “Advertiser” agrees to pay for all leads up and until “GSM’s” cancellation of the Campaign.

2.2. Confirmations: All telephone orders and/or orders placed on “Advertiser” correspondence must be confirmed by “GSM” and must be in writing on “GSM’s” “Insertion Order”, unless agreed to in writing and signed by both “Parties”.

2.3. Creative: “Advertiser” agrees to submit to “GSM” all necessary creatives for the campaign specified at least fifteen “15” business days prior to the start of the campaign. “Advertiser” agrees that the creative must meet the specifications provided by each participating media site “Site Specs”. Site Specs shall be provided to “Advertiser” upon Advertiser’s request. If the creative is not submitted within the time period set forth above “GSM” may, in its sole discretion cancel the campaign. Any changes to the creative for any ongoing campaign require at least fifteen “10” business day’s prior notice.

2.4. Licenses: “Advertiser” grants to “GSM” the royalty-free non-exclusive license to copy, modify, publish and distribute the advertising banners, trademarks, service marks and other materials delivered by “Advertiser” for publication on the Media Sites in accordance with this “Legal Agreement”. As between “Advertiser” and “GSM” and the Media Sites, “Advertiser” will continue to own any and all creative and other materials supplied to “GSM” by “Advertiser”, and nothing in this “Legal Agreement” shall confer in “GSM” or Media Sites any right of ownership of the creative or other materials supplied by “Advertiser”. “Advertiser” represents and warrants that: “a” It is the owner or is licensed to use the creative, “b” The creative is free of any virus or other defects, “c” The creative does not and will not infringe any copyright, trademark, patent or other proprietary right. “GSM” shall have the right with or without notice, to terminate the graphics, text and/or URL contained in any creative at any time and for any reason without liability, and it is in “GSM”’s sole discretion to do so.

2.5. Non-Viable Leads/Lead rejection: “Advertiser” agrees to a maximum rejection rate of 15% for Non-Viable Leads; Non-Viable Leads shall include Leads that “a” contain inaccurate contact information “invalid e-mail address – if collected, invalid phone number – if collected, and invalid physical address - if collected” or “b” do not reasonably satisfy such other criteria as may be specifically enumerated on the “Insertion Order”. Rejection of any Non-Viable Leads by the “Advertiser” must be justified on an individual basis. “Advertiser” must notify “GSM” within seven “7” days of receiving a Non-Viable Lead from “GSM” of its rejection of the Non-Viable Lead and must return the Non-Viable Lead in the same file format received with a detailed description as to why each individual lead was rejected. If “Advertiser” fails to notify “GSM” and return the Non-Viable Lead, as stated above, within seven “7” days “Advertiser” agrees and understands that said lead shall be considered accepted and valid. It is “Advertiser’s” responsibility to verify in writing that “GSM” received the returned Non-Viable Leads.
2.6 Site Placement: “GSM” will make every effort to ensure site placement is run on agreed placement however if “GSM” feels or is under-delivering or not meeting its delivery capacity, it may at any time place “Advertiser” on external “Web Properties” to assist with delivery foregoing any agreements on specific “placement”.

3. PAYMENT/PAYMENT LIABILITY

3.1. Terms of Payment: “Advertiser” and its agent or agents will be joint and severally liable for all invoices. NO MEDIA WILL BE SCHEDULED FOR FLIGHT UNTIL CREDIT IS APPROVED BY “GSM” AND PAYMENT IS RECEIVED FROM “ADVERTISER”. “Advertiser” shall pay “GSM” the fees specified on the “Insertion Order”. Payment shall be due Net fifteen “15” days after the Invoice Date. Payment for Advertisements pursuant to additional “Insertion Order” shall be due Net fifteen “15” days after the Invoice Date applicable to the respective additional “Insertion Order”. If payments are not made in a timely manner, “GSM”, at its sole discretion, may exercise all available remedies against “Advertiser”, including but not limited to, termination of this “Legal Agreement” and/or removal of all Advertisements from the “GSM” Web Site’s, or Media Sites. Upon notice to “Advertiser” all payments for “Services” shall all then be immediately due and payable based upon the schedule “duration, location and rotation” of the advertisements actually completed, together with payment of a short rate charge calculated according to the manner in which “GSM” determines its standard short rate charges ““Short Rate Policy”“. Said Short Rate Policy shall be provided to “Advertiser” upon “Advertiser’s” request. If “Advertiser” fails to pay any sums due to “GSM” when due or in “GSM”’s reasonable belief “Advertiser’s” credit has become impaired, then in either event, “GSM” shall have the right to change the above-described payment terms to require payment in full before the Start Date for each Campaign. “Advertiser” shall also pay all taxes and assessments resulting from this “Legal Agreement” and the “Insertion Order”. All payments due hereunder from “Advertiser” are net amounts to be received by “GSM”, exclusive of all taxes, duties, sales taxes, value added taxes, assessments, and similar taxes and duties, and are not subject to offset or reduction because of any costs, expenses, taxes, duties, assessments, or liabilities incurred by “Advertiser” or imposed on “GSM” in the performance of this “Legal Agreement” or otherwise due as a result of this “Legal Agreement”. Notwithstanding the foregoing, “GSM” shall be responsible for the payment of any and all income taxes and income tax withholding of “GSM”. Furthermore “Advertiser” will pay for all leads validly delivered under the terms of this “Legal Agreement” during the applicable calendar month regardless of length of campaign. Any and all sales, use, or other taxes shall be the sole responsibility of “Advertiser”.

3.2. Counts: “Advertiser” agrees that “GSM” servers will be the official counter for determining the number of advertisements as defined in the IO “including but not limited to, impressions, clicks, emails, or leads” delivered under an applicable IO, and that it is within “GSM”’s sole discretion to decide how such counts are tracked, counted, calculated, and reported. “Advertiser” further agrees to pay “GSM”, based on “GSM”’s counts. Leads are delivered daily in a standard format unless otherwise agreed to in writing by both “Parties”. All claims of format incompatibility are waived. Lead caps as specified in the IO, will be the aggregate figure of the campaign dates duration and are not to be construed on a daily basis.

3.3. True Impact Media’s Lead Tracking: “GSM” shall grant “Advertiser” access to “GSM”’s proprietary lead counting and tracking web based service ““True Impact Media’s Lead Tracking System“. “GSM” may at its sole discretion terminate “Advertiser’s” access to True Impact Media’s. “GSM” does not make any warranties or representations of any kind as to the True Impact Media’s service, including “Advertiser’s” ability to access True Impact Media’s Lead Tracking System, its performance, or its content. “GSM” reserves the right to modify the method and manner in which the True Impact Media’s service is provided. It is “Advertiser’s: responsibility to access True Impact Media’s to verify lead generation and the actual start of the Campaign. All claims of non-delivery or late delivery of the leads by “GSM” are hereby waived by “Advertiser” and all claims of “stale” leads as a result of “Advertiser’s” failure to act upon their receipt of the leads are hereby waived by “Advertiser”. “Advertiser” shall be responsible for the downloading and/or the physical retrieval of any and all leads. Furthermore “GSM” does not warrant and is not responsible for the actual delivery of the leads.

3.4. Further Representations: “Advertiser” agrees to indemnify “GSM”, and “Advertiser” is solely responsible, for any legal liability arising out of or relating to “a” the Advertisement, and/or “b” any material to which users can link to through the Advertisement. “Advertiser” represents and warrants that: “i” the Advertisement and Link comply with “GSM” advertising standards and the CAN-SPAM Act of 2003; “ii” that “Advertiser” owns all of the necessary rights to permit the publication, distribution, and use of the Advertisement and Link by “GSM” for the purposes of this “Legal Agreement”; and “iii” that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third “Parties”, including, but not limited to, violations such as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary, property or other right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or violation of any antidiscrimination law or regulation “collectively ''Indemnified Violation''“. “Advertiser” will continue to own any Advertising Banners and other materials supplied to “GSM” by “Advertiser”. “GSM” shall own any and all works or creations prepared by “GSM”’s employees or contractors, including without limitation those works and creations incorporated by “GSM” into any Advertising Banner or other materials supplied by “Advertiser”. “Advertiser” shall not copy, modify, publish, distribute, or in any other way use any and all works and/or creations owned by “GSM” without the express written permission of “GSM”.

3.5. LIMITATIONS ON DAMAGES AND WARRANTIES: IN THE EVENT OF A BREACH OF ANY OF THE TERMS OF THIS “LEGAL AGREEMENT” BY “GSM”, THE SOLE AND EXCLUSIVE REMEDY OF “ADVERTISER” AND ALL AGENTS SHALL BE RECOVERY OF DAMAGES NOT TO EXCEED THE AMOUNT PAID BY “ADVERTISER” FOR THE ADVERTISEMENT IN CONNECTION WITH WHICH THE BREACH OCCURRED. “GSM” SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS “LEGAL AGREEMENT” FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT “INCLUDING NEGLIGENCE”, OR OTHERWISE, AND WHETHER OR NOT “GSM” HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. “GSM” DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE “SERVICES” AND PRODUCTS PROVIDED UNDER THIS “LEGAL AGREEMENT”, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO “ADVERTISER”. “ADVERTISER” MAY ALSO HAVE OTHER RIGHTS THAT MAY VARY FROM STATE TO STATE.

COMPUTERS NEED ROUTINE MAINTENANCE AND SOMETIMES BREAK DOWN, “GSM” CANNOT CONTROL THE TIMING OR VOLUME OF ATTEMPTS TO ACCESS THE “GSM” WEB SITE OR MEDIA SITES; AS A RESULT “GSM” DOES NOT GUARANTEE THAT “ADVERTISER” OR ANY THIRD-PARTY WILL BE ABLE TO ACCESS THE “GSM” WEB SITE OR MEDIA SITES AT ANY PARTICULAR TIME. “GSM” “SERVICES” ARE PROVIDED ON AN “AS-IS, AS-AVAILABLE” BASIS.

3.5. Indemnification: Each party “the “Indemnifying Party”“ shall indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and its and their respective directors, officers, employees and agents “collectively, the “Indemnified Party”“ from and against any and all third-party claims, suits, actions, loss, cost, damage, liability, including, without limitation, reasonable fees and disbursements of counsel whether or not suit is brought or other expense resulting from the actual or alleged breach of any obligation, representation or warranty of the Indemnifying Party under this “Legal Agreement” or from the actual or alleged negligent or wrongful acts or omissions of the Indemnifying Party or the Indemnifying Party’s affiliates, including its or their respective directors, officers, employees, or agents taken in connection with this “Legal Agreement”, provided that the Indemnified Party shall give the Indemnifying Party prompt written notice of any claim for indemnification hereunder and provided further that the Indemnified Party shall permit the Indemnifying Party to control the defense or settlement of any such claim or cause of action “utilizing counsel reasonably satisfactory to the Indemnified Party”. The Indemnified Party shall provide full information and reasonable assistance to the Indemnifying Party as required to settle or defend any such claim. The Indemnifying Party shall permit the Indemnified party to monitor any defense or settlement conducted by the Indemnifying Party and the Indemnifying Party shall not settle any such Claim without the Indemnified Party’s prior written approval “not to be unreasonably withheld in light of the nature of the claim and the terms and conditions of the proposed settlement”.

3.6. AD Materials: It is the “Advertiser’s” obligation to submit advertising materials “defined as artwork, active URL’s and active target site” to “GSM’s” reasonable satisfaction and specifications “including content limitations, technical specifications and material due dates” as provided for on the relevant IO. “GSM” reserves the right within its discretion to reject any advertising materials that do not comply with “GSM” policies, criteria, specifications, or any applicable law ““GSM” shall provide “Advertiser” with copies of said “GSM” policies, criteria, and specifications”.

4. NON-COMPETE NON-CIRCUMVENTION

4.1. During the term of this “Legal Agreement” and for a period of 180 days thereafter, “Advertiser” agrees that it will not engage, contract with, license, or permit any person, firm, or entity to represent “Advertiser” in any performance-based advertising relationship with any of “GSM” web site partners, Media Sites, affiliates, including, without limitation, those that are part of the “GSM” network of websites or any entity that was such a partner or affiliate of “GSM” as of six “6” months prior to the conclusion or termination of this “Legal Agreement”, without prior written approval by authorized party at “GSM”.

5. PUBLICITY RIGHTS

5.1. “GSM” reserves the right to include “Advertiser” name in any reasonable advertisement, publication, press release or promotional material, subject to approval by the “Advertiser” not to be unreasonably withheld. Upon request, “Advertiser” will supply “GSM” with at least one “1” digital copy of art and/or other possible promotional materials produced that may be copied, printed, and/or distributed at conferences, signings, mailings, trade shows, etc.

6. ENFORCEMENT

6.1. Governing Law and Jurisdiction: This “Legal Agreement” shall be construed and enforced in accordance with the laws of the State of California. The “Parties” agree that exclusive jurisdiction for any disputes arising between the “Parties” to this “Legal Agreement” shall be brought in the federal and state courts within the State of California and both “Parties” waive any defense of personal jurisdiction in those courts.

6.2. Attorneys Fees and Costs: The “Parties” shall be entitled to recover, in addition to costs and disbursements allowed by law, reasonable attorney’s fees, litigation costs, and expenses in connection with enforcement of this “Legal Agreement”, including pre-litigation attorney fees and costs and such fees shall be awarded to the prevailing party. Invalidation of any one of the covenants or terms of this “Legal Agreement”, by judgment of a court, shall not affect any of the other provisions of this “Legal Agreement” which shall remain in full force and effect.

6.3. Arbitration in California: Any and all disputes or claims arising out of and/or related to this “Legal Agreement”, its performance, breach, or interpretation thereof “including issues about its validity or enforceability”, shall be exclusively “except as provided below” resolved by binding arbitration utilizing the Commercial Arbitration Rules promulgated by the American Arbitration Association “AAA”. For all disputes under three hundred thousand dollars “$100,000.00” one arbitrator shall be selected using AAA’s procedures. For all disputes over three hundred thousand dollars “$100,000.00” three “3” arbitrators shall be selected using AAA procedures. “The Arbitrator’s” shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. Depositions shall not be allowed. “The Arbitrator’s” shall render a written decision within thirty “30” calendar days of the hearing. “The Arbitrator’s” shall only determine the issue of entitlement to attorney’s fees and shall award attorneys fees, the amount of which shall be determined in accordance with California Law. Additionally the arbitrator shall award to the prevailing party all costs associated with the Arbitration incurred by the prevailing party, including but not limited to, filing fee, case management fee, administrative fees, copying, and arbitrators fee, but will not award punitive, incidental, consequential, treble or other multiple or exemplary damages, and the “Parties” hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its interests, provided “unless prohibited by applicable law” that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in Santa Clara County, California; both “Parties” hereby give their irrevocable consent to jurisdiction of courts of or in the State of California, as well as processes of the AAA in California. All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection. This “Legal Agreement” does not preclude the “Parties” from seeking injunctive relief prior to arbitration in the proper courts. Furthermore the “Parties” agree that any and all awards and settlements will be confidential and the “Parties” will not communicate, publish, or transmit such information to a third party without consent of all “Parties” to this “Legal Agreement”.

6.4. Liquidated Damages: The “Parties” hereto agree that breach of this contract by “Advertiser” will entitle “GSM” to keep as liquidated damages any monies paid to “GSM”, including but not limited to monies paid in advance, deposits, or any instruments of value which “GSM” may hold. Furthermore in the event of such breach, any creative, artwork, work product, leads, or Media Type as defined in the IO, which “GSM” may hold or possess, will become the property of “GSM” and “Advertiser” waives all interests to such items and claims. Liquidation of such damages shall not preclude “GSM” from seeking any other necessary, remedy, relief, or compensation, at law or in equity, for which “GSM” is entitled.

7. RULES OF CONSTRUCTION

7.1. Rule of Construction: The preparation of this “Legal Agreement” has been a joint effort of the “Parties”, and each of the “Parties” has participated fully in the negotiation and preparation hereof. Therefore, any rule of judicial construction that an “Legal Agreement” is to be construed more strictly against one of the “Parties” than the other shall not apply and has no effect.

7.2. Amendment and Modification: No change, amendment, modification, termination or attempted waiver of any of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorized representative of the respective “Parties” hereto, and no representation, promise, inducement or statement of intention has been made by either party which is not embodied herein.

7.4. Non-Waiver: Either party’s failure to require the other party’s performance of any term or condition of this “Legal Agreement” shall not constitute a waiver and shall not affect the right of such party to later enforce such provision, unless such waiver is made expressly in writing signed by an authorized representative of the waiving party. No waiver of any breach of any provision of this “Legal Agreement” shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

7.5. Force Majeure: Neither party shall be liable for service interruptions, delays, failure to perform, damages, losses or destruction, or malfunction of any consequence thereof caused or occasioned by, or due to fire, flood, water, the elements, acts of God, war, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third “Parties”, or any other cause beyond the effected party’s reasonable control. The party so delayed or prevented from performing shall provide prompt notice of such event to the other party and shall exercise good faith efforts to remedy any such cause of delay or cause preventing performance.

7.6. Confidentiality: Neither party to this “Legal Agreement” shall disclose the terms and conditions of this “Legal Agreement” to any third party, nor will either party issue a press release and/or otherwise disclose the existence of this “Legal Agreement” to the media or general public, without the express written consent of the other. During the term of this “Legal Agreement”, either party may obtain confidential or proprietary information regarding the other party or its affiliates “Confidential Information”. The receiving party shall hold such Confidential Information in strict confidence and shall not reveal same without the express prior written consent of the other party. Should either party violate this provision, the offended party shall be entitled to terminate this “Legal Agreement” and obtain immediate injunctive relief in addition to any other legal rights and remedies available to such offended party. Performance statistics of the campaign are considered confidential.

7.7. Good Faith: All “Parties” agree to act in good faith at all times and to abide by all terms and conditions set forth herein in such a manner.

7.8. Integration: This “Legal Agreement” does not constitute an offer by either party and it shall not be effective until signed or agreed to by both “Parties” as provided for herein. Upon execution by both “Parties”, this “Legal Agreement” and all exhibits and attachments shall constitute the entire “Legal Agreement” between the “Parties” with respect to the subject matter hereof and shall be deemed to merge all prior and contemporaneous “Legal Agreement’s”, communications and understandings “both written and oral”. The terms and conditions of this “Legal Agreement” will prevail over any contrary or inconsistent terms in any “Insertion Order”.

7.9. Modification and Severability: In the event of any inconsistency between the terms of an IO and these Standard Terms and Conditions, the Standard Terms and Conditions will prevail. No modification of these Standard Terms and Conditions or any IO shall be binding unless in writing and signed by both “Parties”. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative. Any provision of this instrument prohibited by law in any state shall, as to such state, be ineffective to the extent of such prohibition, without invalidating the remaining provisions of this instrument.

7.10. Term: This “Legal Agreement” is effective as of the Acceptance Date or “Insertion Order” date, and shall remain in effect for the number of months identified in the relevant “Insertion Order” unless terminated as provided for in this “Legal Agreement” ““Initial Term”“. After the Initial Term, additional renewal terms may be negotiated at the “Parties”’ discretion and shall be agreed to in writing.

7.11. Termination: Either party may terminate this “Legal Agreement” according to the terms herein for whatever reason in its sole discretion upon proper written Notice to the other party as outlined in this paragraph. This “Legal Agreement” is non-terminable for the first quarter of the allotted time period the “Legal Agreement” is scheduled for pursuant to the “Insertion Order”. Thereafter “Advertiser” may, upon at least thirty “30” days written notice prior to each additional quarter contracted for, at its option reduce the quantity of leads contracted for by up to, but not exceeding, fifty “30%” percent for the remaining period of the contract. “Advertiser” must give at least sixty “60” days written notice of impending total cancellation and/or termination of this “Legal Agreement”, and total cancellation and/or termination of this “Legal Agreement” cannot be elected by “Advertiser” until the end of the second quarter of the period contracted for. “GSM” shall have the right to terminate this “Legal Agreement” by providing written notice to “Advertiser”; “i” if “Advertiser” has not paid any amount due in accordance with Section 3.1 “GSM” may cancel this “Legal Agreement” immediately at its sole discretion; or “ii” upon the breach of a material term of this “Legal Agreement” by “Advertiser” if “Advertiser” has not cured such material breach within thirty “30” days of “Advertiser’s” receipt of written notice of such breach. Upon termination of this “Legal Agreement” by “GSM”, “Advertiser” shall be liable and shall pay for the campaign’s full term amounts as identified in the “Insertion Order”, payable through the end of the Initial Term or Renewal Term, whether or not any or all said amounts are due or have accrued as of the date of termination. All payment obligations of “Advertiser” shall survive any termination or expiration of the Term of this “Legal Agreement”. All sums owed by “Advertiser” to “GSM” shall be immediately due and payable upon termination or expiration of the Term of this “Legal Agreement”.

7.12. Assignment: “Advertiser” shall not assign this “Legal Agreement” and any rights or obligations hereunder without the express written approval of “GSM” which approval shall not be unreasonably withheld. In addition, “Advertiser” shall not submit Advertisements or Advertising Banners files that promote or advertise the products or “Services” of any other “GSM” without the prior express written permission of “GSM”. Any transfer of control of substantially all of the assets or business of “Advertiser” to a third party by any means, including without limitation, stock acquisition or merger, shall be deemed to be an assignment for purposes of this section. “GSM” shall be entitled to assign this “Legal Agreement” without limitation.

7.13. Notice: All notices, requests, demands, and other communications to “GSM” hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail “return receipt requested”, or recognized national overnight courier service, or delivered personally, to the following address:

GodSpeed Media, a division of TrafficSpectrum Digital Interactive

c/o Legal Council
3964 Rivermark Plaza, Suite 318
Santa Clara, CA 95054


7.14. Additional “Insertion Order”: “GSM” and “Advertiser” may enter joint additional “Insertion Order” by authorized representatives of both “Parties” hereto by signing such “Insertion Order”, which shall automatically be subject to the Standard Terms and Conditions hereof and become part of this “Legal Agreement”.

7.15. Agent for “Advertiser” or Third Party: “Advertiser” shall disclose to “GSM” if it is acting as an agent for “Advertiser” or Third Party, and “Advertiser” agrees to provide “GSM” written proof of any agency or third party relationship, upon “GSM”’s Request. “Advertiser” further agrees and warrants that if it is acting as an agent or agency that it is authorized to bind, and will bind, the third party to this “Legal Agreement” and the Standard Terms and Conditions hereto, and that the third party will be jointly and severally liable with “Advertiser” for all invoices and payments due and owing to “GSM”.

7.16. Survival: Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the “Legal Agreement” shall survive and remain in effect after such happening.

8. AUTHORIZED REPRESENTATIVES

8.1. “Advertiser’s” authorized representative for execution of this “Legal Agreement” or any amendment hereto shall have the requisite authority to bind “Advertiser” to this “Legal Agreement” and warrant that they have the requisite authority to do so.

8.2. Acceptance of the IO and this Legal “Legal Agreement” by “GSM” will be made upon written or electronic approval by an authorized representative of “GSM” having the requisite authority to bind “GSM” and/or by any action evincing any type performance by “GSM”, however minimal, including but not limited to the display of the first ad impression by “GSM”, delivery of the first record, email, mailing, generation of leads, reporting of leads, or delivery of leads.