By contracting with Visionamics, Inc. (“Conquest Automotive”), you (the “Customer”) hereby agree to the following:

1. Can-Spam Compliance Acknowledgment.

Pursuant to the CAN-SPAM Act of 2003, the Customer agrees that the Customer will ensure that the “From” line at the time of delivery of the interactive email advertisement will be accurate in all particulars and clearly identify the person or business who initiated the message.

2. Restricted Transmissions.

Conquest Automotive prohibits, and may postpone, cancel or otherwise return to you advertisements that violate the Conquest Automotive Restricted Transmission Policy, including but not limited to advertisements and other mass communications of the following nature, all and any of such prohibitions you as the Customer hereby represent and warrant that you will comply with at all times:

(a)   Selling or offering to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software, escort services, illegal goods, illegal drugs, illegal drug contraband, pirated computer programs, instructions on how to assemble or otherwise make bombs, grenades or other weapons.

(b)    Displaying or marketing material that exploits children under 18 years of age.

(c)   Selling or offering products, services or content frequently associated with unsolicited commercial email, a.k.a. spam, such as online and direct pharmaceutical sales, including but not limited to health and sexual well-being products, work at home businesses, credit or finance management (including but not limited to credit repair and debt relief offerings, stock and trading tips, and mortgage finance offers), DJ/nightclub, event/club promotions/party lists, and odds making and betting/gambling services (including but not limited to poker, casino games, horse and dog racing and college and pro sporting events).

(d)    Providing material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or that includes any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.

(e)    Posting or disclosing any personally identifying information or private information about children.

(f)    Selling or promoting any products, information, or services that are unlawful in the location at which the content is posted or received.

(g)    Introducing viruses, worms, harmful code, spyware, key-loggers, and/or Trojan horses on the Internet.

(h)  Promoting, soliciting or participating in pyramid schemes or multi-level channel and/or network marketing (MLM) businesses, including but not limited to personal work-at-home offers promoting “get rich quick”, “build your wealth” and “financial independence” offerings.

(i)    Engaging in any libelous, defamatory, scandalous, threatening, harassing activity.

(j)  Posting any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.

(k)   Providing or displaying content, including but not limited to images, of authors, artists, photographers or others without the express written consent of the content owner and/or copyright holder.

(l)    Any such other advertisements or other content that Conquest Automotive determines inappropriate within its sole discretion.

3. Rights of Re-Use and Grant of License.

As further consideration to employing Conquest Automotive to provide advertising services, the Customer hereby authorizes Conquest Automotive to publish the advertisement(s) executed on the Customer’s behalf following the completion of said advertisement for Conquest Automotive’s promotional purposes, and accordingly the Customer hereby grants to Conquest Automotive a fully paid license in perpetuity to publish said advertisements for Conquest Automotive’s promotional purposes. For the purposes of this paragraph, “advertisement” shall mean any original advertisement used for advertising on the Customer’s behalf, and any part thereof, including any edited or altered versions of the original advertisement.

4. Warranties.

Conquest Automotive hereby disclaims all express and/or implied warranties, including but not limited to implied warranties of merchantability or fitness for a particular purpose; provided, however, that notwithstanding the disclaimer of warranties herein Conquest Automotive does hereby warrant that in the provision of the services contemplated herein that Conquest Automotive complies with all laws and regulations promulgated by the United States. The Customer acknowledges that it is ultimately responsible for the accuracy, correctness, and legal/regulatory compliance of all copy, colors, and dimensions, whether supplied by the client or by Conquest Automotive. The Customer hereby warrants that it will review and approve of its advertisement in all particulars prior to being deployed, and upon such approval the Customer thereby shall represent that the advertisement does not violate in any capacity the laws and regulations of the United States, including but not limited to the Federal Trade Commission’s Truth In Advertising, Truth In Lending, and Truth in Leasing regulations, or the laws of any individual State wherein it is mailed.

5. Limitation of Liability.

Except with respect to the indemnification obligations detailed in paragraph 6 below,

(i) each Party’s maximum liability under this Agreement shall be limited to the amount of Fees paid to Conquest Automotive under this Agreement; and (ii) neither Party shall be liable to the other for any indirect, incidental, consequential, or special damages (including but not limited to damages to business reputation, lost business, or lost profits), whether foreseeable and however caused, even if advised of the possibility of such damages.

6. Indemnification

(a) Conquest Automotive shall protect, indemnify, hold harmless, and defend Customer for claims arising pursuant to a breach by Conquest Automotive of (i) the terms and conditions herein, or (ii) its warranties.

(b) Customer shall protect, indemnify, hold harmless, and defend Conquest Automotive from claims brought (i) for breaches of the Terms and Conditions herein, (ii) pursuant to a breach of its Can-Spam Compliance duties pursuant to paragraph 1 hereof, (iii) for breaches of the warranty above, and (iv) for damage caused to Conquest Automotive pursuant to paragraph 7 below.

7. Intellectual Property.

The Customer acknowledges that Conquest Automotive shall retain all right, title and interest under applicable contractual, trade secret, trademark, copyright, patent and related laws in the Conquest Automotive services, its software, the Conquest Automotive email database, and the Conquest Automotive marketing materials; and accordingly, Customer hereby specifically acknowledges and agrees that it will not use the Conquest Automotive services for purposes of gaining a competitive advantage against Conquest Automotive, or in any capacity to further efforts to reverse engineer same. The Customer acknowledges and agrees that the Conquest Automotive services are unique and the result of millions of dollars of investment and years of development, and that any breach of Conquest Automotive’s rights in and to the Intellectual Property would be irreparable. The Customer hereby represents and warrants that the Customer has the right to use, whether by ownership or by grant of license to the Customer by the owner, all trademarks, service marks, and copyrighted material, including but not limited to company logos, tag lines, photographs, and images submitted to or requested to be used by Conquest Automotive for the purpose of appearing on the Customer’s advertisement. Conquest Automotive hereby acknowledges and agrees that the advertising plans, logos and other marks of the Customer are the property of the Customer, and accordingly Conquest Automotive shall not use such intellectual property other than in the performance of the services described herein; provided, however, that Conquest Automotive shall be entitled to re-use the advertisements in accordance with Paragraph 3 above, royalty-free and at no charge by you to Conquest Automotive and Conquest Automotive shall have the right to identify Customer in the Conquest Automotive customer list within any media, electronic or printed, that Conquest Automotive may wish to publish that customer list.

8. Renewal/Rate Lock.

The pricing rate under the signed Insertion Order is guaranteed for the term of the Insertion Order and any contiguous renewal terms. In other words, the pricing rate under the signed Insertion Order shall remain in effect and Conquest Automotive will not increase said rate as long as no more than 60 days lapse between the final deployment under the terms of the signed Insertion Order and the renewal. Renewals automatically occur at the completion of the contract term for an additional term of the same length, terms, and conditions and will continue to renew automatically thereafter subject to the same terms and cancellation options. An Insertion Order shall not be deemed renewed for purposes of this paragraph unless after all deployments under the current term are fulfilled and 1) Customer provides timely approval of the first renewal creative proof, 2) Customer provides timely approval for deployment of the first renewal digital advertisement, 3) Conquest Automotive deploys the first renewal digital advertisement on behalf of customer, and 4) Conquest Automotive sends Customer first renewal term invoice. Once the conditions for renewal have been met, Conquest Automotive will continue to perform in accordance with the terms of the signed Insertion Order. In the event the Customer chooses to opt-out via the terms of the signed Insertion Order, and then sign a new Insertion Order, the new Insertion Order will be subject to the current rate at the time the new Insertion Order is signed.

9. Digital Engagement Programs.

Digital Engagement Programs (“DEP”) are an audience driven immersive advertising experience spanning across multiple advertising channels and media. As such, the receipt of any particular advertisement, channel or media cannot be guaranteed for any particular audience member.

10. Cancellation Policy.

Upon receipt of a signed Insertion Order work begins, and expenses are incurred. Therefore, Insertion Orders cannot be canceled once submitted with signature except in accordance with any cancellation options granted in the Insertion Order. The option to cancel shall be subject to the following conditions: 1) The Customer’s account must have reached the cancellation option point as stated in the Insertion Order; 2) The Customer’s account must be current with payment obligations for all services rendered to date, and 3) The Customer exercises the cancellation option prior to any work having begun on the subsequent deployment. The Customer may request early termination of their Insertion Order. If Conquest Automotive accepts early termination both of the following conditions must be met: 1) full payment for any delivered services as well as full payment for services scheduled within the current calendar month of the request must be received by Conquest Automotive, and 2) an early termination penalty of 50% of the remaining contracted services must be received by Conquest Automotive.

11. Campaign Pause.

Should the Customer request to pause advertising prior to a defined cancellation option point a 15% pause fee of the monthly payment for each month the campaign is paused is applicable and will be invoiced. This fee is in addition to the payments required by the insertion order and shall not in any way relieve or delay customer from making the timely full monthly payments as defined in their insertion order.

12. Continuing Communications.

When you visit the Site or send e-mails to Conquest Automotive, you are communicating with Conquest Automotive electronically. You consent to receive communications from Conquest Automotive electronically so that Conquest Automotive may respond to your communications. Conquest Automotive will communicate with you by e-mail or by posting notices on this Site, or in any other format Conquest Automotive in its sole discretion chooses to use, and you agree that all agreements, notices, disclosures and other communications that Conquest Automotive provides to you electronically satisfy any legal requirement that such communications be in writing.

13. Miscellaneous.

(a)   Conquest Automotive will not be liable to the Customer for any delay or failure in its performance of any of the acts required by this Agreement if and to the extent that such delay or failure arises beyond the reasonable control of Conquest Automotive, including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, internet downtime, material or component shortages, supplier failures, embargoes, earthquakes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delays, fire, flood, epidemics, riots and strikes.

(b)    This Agreement will be governed by and construed in accordance with the laws of the State of Florida, which are intended to supersede any choice of laws rules which might require the application of the laws of another jurisdiction. Both parties hereby consent to the jurisdiction of the state courts of Florida with respect to actions brought to enforce or interpret this Agreement and all other disputes between the Parties.  The sole and exclusive venue for all lawsuits shall be in Palm Beach County, Florida. The prevailing Party in any lawsuits, including appeals, shall be entitled to an award of its reasonable attorney’s fees and costs. All Parties expressly waive trial by jury and agree any dispute shall be decided by a judge.

(c)   This Agreement will be binding upon and inure to the benefit of the Parties hereto and to their respective heirs, representatives, successors, and permitted assignees. This Agreement may not be assigned, transferred, shared or divided in whole, or in part, without the other Party’s prior written consent.

(d)    No waiver of any provision of this Agreement shall be deemed to be, or shall constitute, a waiver of any other provision hereof, nor shall such waiver constitute a continuing waiver in any other instance.

(e)   This Agreement (including the exhibits, amendments and addenda hereto which are incorporated herein by this reference) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written.

(f)     Deposits are nonrefundable and will be forfeited one year from the last activity on an account.

(g)    Conquest Automotive has the right to modify or update these Terms of Service at any time without prior notice to you. Any additional or different terms shall be effective upon being posted on this site. Your continued use of Conquest Automotive’s services following the posting of any additional or different terms in these Terms of Service constitutes your irrevocable acceptance of these or different terms, and such terms will be controlling on Insertion Orders submitted for email services from the date posted until future amendment, if any.

Doc. Version: CT161409