TERMS AND CONDITIONS OF AGREEMENT

1. General. No terms or conditions other than those set forth in this Insertion Order ("Agreement") are binding on Plasmid Media, LLC and Supplier (“Supplier”) unless agreed to in writing. 

2. Marketing Messages. All artwork and copy delivered by Plasmid Media, LLC to Supplier under this Agreement may not be changed or modified in any respect without the prior written consent of Plasmid Media, LLC. 

3. Payment. Unless otherwise agreed to in writing, the parties hereby understand and agree that payment to Supplier shall be made within 30 days following the date in which revenue was collected by Plasmid Media, LLC. Plasmid Media, LLC will not pay Supplier if it does not receive payment from advertiser specific to revenue generated from using the supplier’s database. Debts equal to the amount owed to supplier for a specific transaction not collected pursuant to this Agreement may be assigned to Supplier if still unpaid 120 days beyond due date. Supplier must request such assignment and unpaid delinquent amount must exceed $1000. 

4. Representations, Indemnifications and Licenses. Supplier hereby represents and warrants, at all times during the term of this agreement, that (i) all consumers in the Supplier’s on line database that received the marketing message for the promotion contemplated in this Agreement are permission-based, and (ii) no email spam will be generated by Supplier under this Agreement. Supplier shall indemnify and hold harmless Plasmid Media, LLC from and against any claims, losses, damages, or expenses incurred by Plasmid Media, LLC resulting from or in connection with Supplier’s breach of any agreement, representation or warranty herein, including, without limitation, claims for spamming or other violation of rights of privacy. In the event of any spam complaints, in addition to any other remedies that may be available to Plasmid Media, LLC, Supplier shall immediately provide Plasmid Media, LLC with the following information regarding each complainant: opt-in date, opt-in time, privacy policy at the time of opt-in, source of opt-in, offer/product registered for or purchased, and IP address of opt-in (if possible). 

5. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL Plasmid Media, LLC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF Plasmid Media, LLC HAS BEEN ADVISED AS TO THE POSSIBLITY OF SUCH DAMAGES. 

6. Choice of Law and Venue. This contract shall be interpreted and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provision, and with the same force and effect as is if fully executed and performed therein. Each party hereby consents to the exclusive personal jurisdiction of the courts of the State of California, Los Angeles, acknowledges that venue is proper only in any such state court or Federal court in the State of California, and waives any objection that may exist, now or in the future, with respect to any of the foregoing. 

7. Publicity and References. Plasmid Media, LLC shall be permitted to identify Supplier as a Plasmid Media, LLC Supplier, and may use Supplier’s name as part of its marketing materials. Either party may issue a press release generally announcing this marketing relationship, but only with other party’s written consent. The terms and conditions of this Agreement must be held confidential by Supplier at all times, unless otherwise agreed to, in writing, by Plasmid Media, LLC. 

8. Noncircumvention. With respect to any promotion or offer made to Supplier’s consumer database by Plasmid Media, LLC on behalf of a Plasmid Media, LLC marketing partner (the “Protected Customer”), Supplier will not, directly or indirectly, make the same or similar offer on behalf of the Protected Customer other than through Plasmid Media, LLC during the term of this Agreement and for a period of three months after the termination of this contract 

9. Termination. Plasmid Media, LLC or Supplier may terminate this contract at any time upon 48 hours prior written notice to the other party. Plasmid Media, LLC otherwise reserves the right to terminate this Agreement immediately upon notice to Publisher in the event the promotion or offer is terminated by or with Plasmid Media, LLC for whatever reason. 

10. Miscellaneous. This contract cannot be sold, assigned or transferred by Supplier to any party. If any portion of the contract is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by Plasmid Media, LLC shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties and supercedes any prior understanding between the parties with respect to the subject matter herein. Any modifications must be in writing and signed by an authorized representative of Plasmid Media, LLC and Supplier. In the event any of the terms and conditions conflict with the front page of this Agreement, then the terms set forth on such front page shall govern.