ADVERTISER AGREEMENT This ADVERTISER AGREEMENT is by and among Muslim Ad Network, a subsidiary of Ummah Media Group, LLC, a California limited liability company (“MAN”) and the participating advertiser referenced on the insertion order (“IO”). The terms and conditions contained in this Advertiser Agreement are deemed to be incorporated by reference into any IO submitted by Advertiser. This Advertiser Agreement, together with the IO, shall constitute the entire agreement between the parties (the “Agreement”). RECITALS WHEREAS, Advertiser desires to advertise its good or services on the Internet; and WHEREAS, Advertiser has submitted an IO for its advertisements to be included on the websites of certain companies (the “Network”) with which MAN has proprietary relationships; and WHEREAS, MAN desires to provide to Advertiser, and Advertiser desires to obtain from MAN, advertising services in the form of advertising placements on the Network. NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: AGREEMENT 1. SERVICES. (a) Services; Acceptance and Commencement thereof. The terms of the Agreement will be considered accepted by MAN once MAN commences publication of the Advertiser’s advertising campaign (the “Campaign”) as requested by the IO. MAN agrees to serve advertisements of the Advertiser as described herein. MAN may, from time to time, offer assistance in the development of the Campaign, but such assistance is limited to creative assistance only. (b) Tracking. Except as otherwise agreed in writing, MAN will host the Campaign and provide the tracking solution. MAN’s tracking count shall be used for all purposes under this Agreement. 2. LICENSE. Advertiser hereby grants to MAN and its third party publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Campaign in connection with its obligations hereunder. 3. ADVERTISER’S CAMPAIGN. (a) Advertiser to Provide Creative. Advertiser will provide all creative and substantive materials (“Creative”) required for marketing the Campaign, including but not limited to: banners, language/text, links, key words, and any other creative content as needed, including but not limited to the use of alternative text-based creative. Advertiser is solely responsible for the substantive content of each advertisement, and to the extent that MAN provides assistance in the development of a Campaign, such assistance shall be limited to creative assistance only. (b) Advertiser to Confirm Correct Function. Advertiser agrees to confirm the correct function of all Creative supplied to MAN within twenty-four (24) hours of the Campaign start. If no confirmation is received within this time frame, MAN will assume that Creative is functioning properly and Advertiser agrees to pay for all impressions, clicks or leads derived from the Creative as measured by MAN. All problems related to Creative should be immediately brought to the attention of the MAN account executive for Advertiser. MAN is not liable for errors in position and/or placement of the Creative, or typographic errors of any kind. Advertiser agrees and understands that if MAN is requested to retrieve any Creative for and on behalf of Advertiser, that MAN performs this service solely as a courtesy to Advertiser. Advertiser shall remain fully responsible for all Campaigns delivered for or on behalf of Advertiser in such instances, even in the event of any errors by MAN, including retrieving incorrect Creative. (c) Advertiser Allows MAN to Make Changes. Advertiser agrees to allow MAN to make changes or alterations to the Creative for the purpose and intent of matching it to the medium of delivery. MAN may, at its option, modify the flight date of a Campaign if the Creative or linking URL’s are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation, or other issues beyond its control. (d) Monitoring of Sites for Appropriate Content. Advertiser understands that MAN in due diligence cannot monitor the Network for appropriate content. If Advertiser reasonably determines that the placement of any Campaign by MAN harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, then MAN shall use commercially reasonable efforts to remove such Campaign promptly following Advertiser's notice thereof to MAN; provided, however, that if MAN reasonably believes that removal of a Campaign from a Network website will have a material impact on MAN’s ability to perform in accordance with the applicable IO, MAN may condition such compliance on Advertiser providing an extension of the flight dates or other accommodation. (e) Pausing and Cancelling the Campaign for Nonconformity. MAN reserves the right to pause any Campaign that does not meet or satisfy MAN’s performance expectations, operational requirements, or for any other reason. During the pause period, Advertiser and MAN will work together to address MAN’s concerns, including but not limited to testing new Creative and/or changing rates. If during or following the pause period MAN deems, in its sole discretion, that the Campaign will not meet minimum performance expectations or operational requirements, MAN reserves the right to cancel the Campaign. For Advertisers who pre-paid, MAN will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered). If Advertiser deems performance is not up to expectations, Advertiser must notify MAN in writing, in which case MAN will be allowed at least 7 days to improve campaign performance. If Advertiser is still not satisfied, they have option to cancel within 48 hours, and MAN will credit Advertiser the unused prorated portion. (f) Shortfall in Impressions or Click-Throughs. In the event that there is a shortfall in impressions or click-throughs as of the stop date, MAN may, through comparable websites, provide as Advertiser’s sole remedy, “make good” impressions until the number of impressions or click-throughs stated in the IO is achieved. 4. RIGHTS RESERVED. (a) Rights Reserved by MAN. Any advertising and marketing rights not specifically granted to Advertiser herein are specifically reserved by MAN. Without limiting the generality of the foregoing, MAN expressly reserves the right to:
(i) refuse any advertising request, cancel any Campaign, or change any Campaign that does not completely conform to every material detail, instruction, method, and guideline set forth in the Agreement;
(ii) refuse any Creative that does not arrive forty-eight (48) hours prior to the start date;
(iii) refuse or cancel the use of any Campaign that it deems, in its reasonable discretion, inappropriate for any reason or no reason;
(iv) refuse at any time to publish or transmit any copy, photograph or illustration of any kind for any reason including those that it believes, in its reasonable discretion, are an invasion of privacy, are degrading, libelous, unlawful, profane, obscene, pornographic, tend to ridicule or embarrass, are in bad taste, or which in its reasonable discretion are an infringement on a trademark, trade name, or copyright belonging to others;
(v) refuse any advertising request or cancel any Campaign that is or can be hosted by any directly or indirectly competitive network;
(vi) refuse or cancel any Campaign which redirects traffic to a website other than the site specifically identified in the IO; or (vii) refuse or cancel any Campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the IO.
In order to maintain the integrity and continuity of Campaign services, MAN additionally reserves the right to refuse service to any new or existing Advertiser at any time, in its sole discretion, with or without cause. MAN reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Creative for any reason at any time, with or without notice to the Advertiser and regardless of whether such Creative was previously accepted or published. All Campaigns are subject to capacity limitations that include software, hardware, bandwidth, inventory availability, payment terms, credit history, creative performance, and market pricing limitations. Any Campaign rejected by MAN may be replaced by Advertiser; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Campaign that it is to replace. MAN shall notify Advertiser of the rejection or cancellation of any Campaign and shall have no liability to Advertiser for any such rejection or cancellation.
Further, MAN shall have no liability to Advertiser for failure to place any Campaign on the Network. Advertiser acknowledges and agrees that any suspect Creative will be presented with reasonable access restrictions, including without limitation age or consent disclaimers, certifications, warning or restrictions. MAN does not accept Advertisers that engage in, promote, facilitate, or suborn the deliberate, reckless or negligent violation of any laws, and will not condone or permit any such activity that comes to its knowledge. MAN may in its sole discretion refuse, restrict or terminate the Campaign, transmission, delivery or other use of any Creative that it deems inappropriate, or requires special handling, or limit any access to the Network connected with same. This Agreement may be terminated by MAN immediately with or without notice if Advertiser fails to disclose, conceals, or misrepresents either itself or the nature of its Creative, Network activities, or Campaign orders in any way. (b) Campaign Data. MAN is the sole owner of all Display, Campaign, and/or aggregate Internet user data collected by MAN or its Network. Advertiser shall be granted unrestricted rights to all data through reports in Advertiser's account for as long as Advertiser is in full and faithful performance of this Agreement. (c) Advertiser Rights. Advertiser retains all rights, title and interest in the Creative and Advertiser’s trademarks and logos, derivative works, modifications, and enhancements to the Creative developed by Advertiser or MAN. 5. ADVERTISER WARRANTIES. Advertiser represents, warrants, and covenants that: (a) Advertiser has Requisite Ownership and Licensing. Advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (i) the names and/or pictures of persons; (ii) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (iii) any testimonials or endorsements contained in any advertisement submitted to MAN. Advertiser has a reasonable basis for all claims made within the Creative, possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Campaigns. Advertiser warrants that all product information it provides to MAN and/or posts on its website is truthful, accurate, and complete, and is not misleading in any way. (b) No Violation. Advertiser is not in violation of any obligation, contract, agreement, or laws by entering into this Agreement, by performing its obligations hereunder, or by authorizing and permitting MAN to perform its services hereunder. Advertiser has the unrestricted power and authority to enter into and perform its obligations under this Agreement. (c) Not Targeting Children Under Thirteen. No Campaign is targeted to children under the age of thirteen (13) and/or offers products or services that are illegal for minors to buy, possess, or participate in. (d) Data to be Used for Legal Purposes. All consumer data collected pursuant to this Agreement shall only be used for legal purposes. (e) MAN Not a Party to Advertiser’s Creative. MAN is not a party to, and has no liability for, the content and claims, in and against, the Creative. (f) MAN’s Proprietary Relationships. MAN has proprietary relationships with the publishers that make up its Network. With the exception of reasonably documented, preexisting relationships with direct publishers or networks, or relationships entered into in the ordinary course of Advertiser’s business, during the term of this Agreement and for a period of six (6) months thereafter, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that Advertiser knows, or has reason to know, is a publisher on the Network for the purpose of obtaining the placement or hosting of advertising in any form without the express, written consent of MAN. In the event that Advertiser violates this provision, it shall pay MAN an additional commission equal to what the MAN would otherwise have earned had Advertiser not violated this subsection (f). 6. INDEMNIFICATION. Advertiser agrees to indemnify and hold MAN, its third party publishers, and their respective affiliates, employees, officers, agents, directors, and representatives ("MAN Indemnified Parties"), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs, and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs, and witness fees) arising out of or related to: (i) Advertiser's breach of any representations, warranties, or covenants made in this Agreement, (ii) any allegations of or proceedings for libel, defamation, violation of right of privacy or publicity, copyright infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the use of the Network, (iii) any negligence or willful misconduct of Advertiser, or (iv) any sale or license of Advertiser’s goods to services to a third person from or relating to the Campaign. The indemnity obligations of this paragraph are contingent on MAN Indemnified Parties giving prompt written notice of any such claim. MAN Indemnified Parties will have sole control over the litigation or settlement of such claim. Advertiser further agrees that any compromise or settlement of such disputes will contain a complete, express, and unconditional release of MAN. The provisions of this Section 6 shall survive the termination or expiration of this Agreement. 7. BILLING & TERMINATION. (a) Payments. All payments will be made in advance. MAN is under no obligation to perform agreed upon services until payment is received. All payments must be in U.S. funds. Where payment is made by credit card, Advertiser expressly agrees not to charge back any amounts and will instead follow the dispute resolution procedures as specified herein. In the event that Advertiser is more than seven (7) days past due on its account, MAN may charge the total amount then due and owing to Advertiser’s credit card account. (b) Disputes. In the event of a dispute between Advertiser and MAN regarding amounts due, Advertiser agrees that MAN’s tracking count shall be applied. Advertiser understands and agrees that in no event, and under no circumstance, will data provided informally by any MAN representative constitute final billing numbers. Only invoices sent directly to Advertiser are to be construed as representative of billable amounts. In the event that MAN does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. Advertiser specifically agrees that this provision is reasonable and that MAN will rely upon this provision in making payments to participants in its Network. (c) Returned Checks; Insufficient Funds. Advertiser will be charged $50 for payments by checks that are returned due to insufficient funds. MAN shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from Advertiser. Advertiser agrees that in the event a collection suit is commenced, in any proceeding for default judgment MAN may, in lieu of seeking statutory attorneys’ fees, elect to recover one-third of the outstanding principal plus penalties as stipulated attorneys' fees. Such an election is in MAN’s sole discretion. (d) Termination. This Agreement may be terminated: (i) immediately by either party by written notice in the event of a material breach of this Agreement by the other party that remains uncured for a period of 30 days after receipt of written notice thereof; (ii) immediately by either party by written notice in the event a party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a petition in bankruptcy is filed against such party, or if a receiver or trustee is appointed for all or any part of the property or assets of such party; (iii) by MAN, immediately upon written notice to Advertiser; or (iv) by a written agreement of the parties. Termination of this Agreement shall not relieve Advertiser from its obligation to pay the greater of (1) any fees that have accrued prior to the date of termination; (2) any Minimum Contract Price specified in the IO less any amount previously billed to and paid by Advertiser; or (3) its obligations under any IO for which performance has commenced and has not been terminated pursuant to the terms thereof. Such amount shall be payable within fifteen (15) days of contract termination. The parties agree that any applicable Minimum Contract Price is fair and reasonable compensation for MAN’s costs associated with implementing the Campaign. MAN reserves the right to suspend performance in the event that it feels, in good faith, insecure about Advertiser’s ability or intention to perform under this Agreement. The forgoing notwithstanding, MAN reserves the right to suspend and/or terminate this Agreement immediately in the event that Advertiser and/or its affiliated entities is either in material breach of any obligation under a contact with, or in litigation with, any Ummah Media Group, LLC company. 8. LIMITATIONS OF WARRANTIES AND LIABILITY. With the exception of its express representations and warranties herein, MAN does not make and hereby expressly disclaims all other warranties, express or implied, with respect to any matter whatsoever, including without limitation the performance of any equipment or software directly or indirectly related or incidental to services rendered by MAN hereunder or any related activity on the Network, Campaign or IO, or any output or results thereof. MAN hereby specifically disclaims any implied warranty of merchantability or fitness for any particular purpose. (a) DISCLAIMER. THE ADVERTISING SERVICE PROVIDED BY MAN, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MAN MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. MAN DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. MAN DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT. MAN DOES NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE OR SCREEN DESIGN. ALL ORDERS ARE CONTINGENT UPON MAN’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND MAN IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. MAN WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES. (b) LIMITATION OF LIABILITY. MAN SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. MAN’S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID TO IT FOR THE ADVERTISING CAMPAIGN IN QUESTION. 9. MISCELLANEOUS. (a) Assignment. Advertiser may not resell, assign, or transfer any of its rights hereunder without the express prior written consent of MAN. Any attempt by Advertiser to resell, assign, or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to MAN. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by (i) operation of law, or (ii) to an entity that acquires substantially all of the party's stock, assets, or business. (b) Survival & Sever-ability. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening, including without limitation, Sections 4, 5, 6, 7(d), 8 and 9. Each party acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of this Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect. (c) No Relationship. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither MAN nor Advertiser shall hold itself out as the agent of the other; provided that MAN may act as Advertiser’s agent with regard to the placement or performance of Campaign services, or any other purpose reasonably necessary for the performance of the explicit provisions of this Agreement. (d) Waiver. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any alleged waiver of any term or condition herein shall only be effective if explicitly stated in a writing executed by the party to be charged with the same. (e) Amendment. Any amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. (f) Headings. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. (g) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its principles of choice or conflicts of law. (h) Entire Agreement. This Agreement, including the IO and all attachments which are incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. The terms and conditions hereof shall prevail exclusively over any written instrument or IO submitted by Advertiser even if signed by MAN unless this Agreement is expressly amended by an addendum attached hereto that references this Agreement and the specific provisions to be modified and MAN hereby disclaims any terms therein. No interlineations to this Agreement shall be binding unless signed by both parties.