Advertiser Terms

VoterTrove, INC.
TERMS AND CONDITIONS TO
ADVERTISER INSERTION ORDER

These Terms and Conditions (“Ts & Cs”) are incorporated by reference into the Insertion Order(s) (“IO”) entered into by and between VoterTrove, Inc. (“VoterTrove”) and the Advertiser whose name appears on the IO and are effective as of the date set forth on the IO (the “Effective Date”). These Ts & Cs and the IO(s) are referred to herein as the “Agreement.” If there is a conflict between these Ts & Cs and an IO, the IO shall prevail.

WHEREAS, Advertiser wishes VoterTrove to provide certain Internet-based lead generation, customer acquisition, media and/or other related services for and on behalf of Advertiser and/or its advertisers;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, VoterTrove and Advertiser, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

1.1 Capitalized terms used but not defined in these T&Cs shall have the same meanings as in the IO.

1.2 In addition, the following terms will have the meanings set forth below:

1.2.1 “Applicable Laws, Rules and Regulations” shall mean all applicable federal, state and local laws, statutes, rules, regulations and policies relating to online and direct marketing, telemarketing, lead generation and advertising including the Federal Trade Commission Act, Fair Credit Reporting Act, Telephone Consumer Protection Act (“TCPA”), Do Not Call Implementation Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”), Telemarketing Sales Rule (“TSR”), California Business & Professions Code § 17529, banking and consumer credit laws, Federal Trade Commission (“FTC”) rules, regulations and opinions, and applicable privacy and data protection laws, rules and regulations, as such acts, laws, rules, regulations and/or opinions may be amended, modified or supplemented from time to time.

1.2.2 “Confidential Information” shall mean any non-public or proprietary information provided by one party to the other during the Term, including, but not limited to, information concerning the Websites’ or VoterTrove’s products and/or services, Leads and Related Information (as defined below in Section 1.2.4), financial affairs, partnerships, marketing plans or strategies, current or future business opportunities, technology, websites, customer relationships, and contact lists and the terms of this Agreement. For purposes of this Agreement, Confidential Information may not include information the receiving party can document: (i) was or has become readily available to the public without restriction through no fault of the receiving party, its employees, or its agents; (ii) was received without restriction from a third party lawfully entitled to possess and disclose such information; (iii) was rightfully in possession of the receiving party without restriction prior to the other party’s disclosure of such information to the receiving party; or (iv) was disclosed pursuant to the written consent of the other party.

1.2.3 “Creative” shall mean the advertisement and any components or elements thereof provided by Advertiser to VoterTrove including banner ads, emails including the body, header and subject lines, ad copy, contextual ads and/or other content that comprises the Creative. Creative shall also include advertising content created by VoterTrove which has been approved by Advertiser prior to use.

1.2.4 “Lead” shall mean self-reported data records provided by a consumer having the information/data specified in the IO that has submitted such information pursuant to a request on the VoterTrove affiliated website(s) (“Website(s)”) and any other information obtained as a result of this Agreement (whether received from VoterTrove or from the consumer) (“Related Information”). Such consumers may not be under any obligation to purchase any product or service or participate in any program of Advertiser. Advertiser understands and agrees that in order to help protect and enforce VoterTrove’s rights and obligations hereunder, a maximum of .01% of the Leads provided hereunder may be seeds.

2. SERVICES; DATA USE

2.1 Except as otherwise provided in the attached IO, VoterTrove shall deliver Leads daily, if available, to Advertiser in the format specified in the IO or, if no format is specified in Excel, comma delimited format; however, VoterTrove may not be liable for any inability to regularly provide Leads to Advertiser. Advertiser understands and agrees that Leads have not been credit-screened, scored, or pre-qualified and contain self-reported information which may not be accurate. In lieu of providing Leads and as provided for in an IO, VoterTrove may drive media to Advertiser or Advertiser owned and/or controlled websites.

2.2 VoterTrove may not edit or otherwise modify the Creative or any component thereof which has been supplied by Advertiser without Advertiser’s prior written consent or as otherwise provided for in the IO. All modifications to Advertiser-supplied Creatives must be approved by Advertiser prior to VoterTrove’s use.

2.3 VoterTrove may not place any Creative that the Advertiser makes available to VoterTrove in connection with its performance under the Agreement on Websites that contain, promote, reference or have links to: (i) profanity, sexually explicit material, hate material, material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or family status, illegal activities or advice, or any other material, upon two (2) business days prior written notice, deemed by Advertiser to be unsuitable or harmful to Advertiser’s reputation; (ii) web pages with no content; (iii) piracy (of software, videos, audio/music, books, video games, etc.), hacking/cracking/phreaking, content unlockers, emulators/ROMs, or violations of the intellectual property or privacy rights of others; (iv) intentionally deceptive acts or practices; (v) personal web pages, non-English language pages, free hosted pages or websites under construction; (vi) charity clicks/donations, paid to surf, Active X downloads, all affiliate links or incentivized traffic where consumers have some sort of incentive to click on Creative; or (vii) activities generally understood as Internet abuse including the sending of unsolicited bulk electronic mail or the use of spyware.

2.4 Advertiser shall use any Leads (including any Related Information) provided hereunder only for the purposes of Advertiser’s own marketing. For purposes of this Agreement, any unpurchased/rejected Leads and Related Information shall be considered VoterTrove’s Confidential Information.

2.5 Except as otherwise provided for in the IO, Advertiser may not sell, license or otherwise transfer use, possession, right, title, or interest in or to such Leads or Related Information for any purpose whatsoever. Advertiser may not copy, duplicate or reproduce in any manner the Leads and/or Related Information except in a manner consistent with this Agreement. Notwithstanding the foregoing, if Advertiser is engaged in business as an advertising or marketing agency or reseller of consumer information and the IO so provides, Advertiser may resell each Lead only once.

2.6 VoterTrove shall source and develop and Advertiser shall use the Leads and/or Related Information at all times in compliance with Applicable Laws, Rules and Regulations. All marketing efforts, solicitations, advertising copy, and any other communications with consumers as a result of this Agreement shall be conducted in a professional manner consistent with industry standards and in compliance with Applicable Laws, Rules and Regulations applicable to the intended activities contemplated hereunder.

2.7 If either party uses third parties in connection with sourcing and developing or using Leads and Related Information, such party shall at all times be responsible for the acts, practices and omissions of all such third parties.

2.8 Advertiser may not use the Leads and/or Related Information, either in whole or in part, as a factor in: (i) establishing an individual’s eligibility for credit or insurance; (ii) connection with underwriting individual insurance; (iii) evaluating an individual for employment or promotions, reassignment or retention as an employee; (iv) connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (v) any other manner in which the usage of the Leads and/or Related Information or any information contained therein would cause such to be construed as a “Consumer Report” under FCRA or by any regulatory authority having jurisdiction over VoterTrove or any of its successors, or the Leads and/or Related Information.

2.9 VoterTrove shall have no interest in, and may not use for itself or on behalf of any other person or entity, any Lead or Related Information once provided to Advertiser.

2.10 If VoterTrove provides media to an Advertiser which uses CPC search services to monetize such media, Advertiser agrees and acknowledges: (i) to comply with the CPC search provider guidelines for use and deployment of such services, (ii) that CPC search services are subject to adjustments and/or claw backs by the CPC search provider(s), (iii) that VoterTrove shall have no liability or responsibility for any such adjustment or claw back, and (iv) that the Fees (defined in Section 3.1 below) owed to VoterTrove by Advertiser shall not be reduced or otherwise offset by the amount of any such adjustment or claw back.

3. PAYMENT

3.1 Advertiser shall pay VoterTrove fees (the “Fees”) in an amount equal to, on the basis (e.g., cost per Lead, cost per click, cost per action, revenue share, etc.) and on the payment terms specified in the IO.

3.2 Advertiser may not be obligated to pay for invalid or duplicate Leads (“Invalid Actions”) , as recorded by Advertiser, which have been timely disputed as provided for in this Section 3.2. For purposes of the Agreement, an “Invalid Action” means: (a) a lead that is a computer generated user, such as a robot, spider, computer script or other automated, artificial, or fraudulent method designed to appear like an individual, live person; (b) an individual person that has submitted information that fails to meet all of Advertiser’s criteria as set forth in the applicable IO; or (c) is a Duplicate. For purposes of the Agreement, a “Duplicate” means Advertising traffic submitted by VoterTrove to Advertiser that reproduces all or substantially all of the uniquely identifying data of any traffic that was either previously submitted within the previous thirty (30) days to Advertiser by VoterTrove, and for which Advertiser has paid, or accrued an obligation to pay VoterTrove. Advertiser shall send VoterTrove notice no more than thirty (30) days after the end of the month in which the Lead was delivered of any Leads that it is disputing. The dispute notice shall identify the Leads disputed including date and time stamp, subID, IP address and the grounds that such Lead(s) is (are) being disputed. The parties shall use commercially reasonable efforts to resolve disputed Leads; disputed Leads which are determined to be invalid or duplicative and for which VoterTrove is not paid are referred to as “Scrubbed.” Except in cases involving latent fraud, a Lead which is not disputed on a timely basis as provided for above shall be presumptively deemed valid and Advertiser shall be obligated to pay VoterTrove for such Lead as provided for herein. Advertiser may not utilize any Scrubbed Lead for any purpose.

3.3 Payments not made on or prior to their applicable due date, as provided for in the IO or as provided for on the invoice emailed to Advertiser, will bear interest at a rate of one percent (1%) per month (or the highest lawful rate, if less). Both parties shall be responsible for all reasonable expenses (including attorneys’ fees and collection costs) incurred and/or arising out of or related to any allegation, claim or cause of action involving a breach of this Agreement and all applicable IOs, or any representation or warranty contained herein.

3.4 Advertiser understands and agrees that the Leads provided hereunder pertain to individuals that shall have no obligation to Advertiser. Except as otherwise may be provided in an IO, such individuals may not be required to purchase any product or subscribe to any service offered by Advertiser. Advertiser understands and agrees that such individuals may be seeking general information and may not provide all related information or valid phone numbers and may not return phone calls/messages. Advertiser further understands and agrees that, to the extent not otherwise an Invalid Action, the presence of any or all of these circumstances or related circumstances will not affect Advertiser’s obligation to pay the Fees as set forth in Section 3.1 above.

4. TERM AND TERMINATION; SUSPENSION

4.1 The term of this Agreement shall commence when the first IO between the parties takes effect and shall continue until the expiration of the last to expire IO between the parties. Either party may terminate this Agreement upon two (2) business days’ prior written notice.

4.2 If a party receives a third party complaint or reasonably believes the other party’s actions, advertisements and/or business operations expose it to risk or damage to its business reputation, that party may suspend this Agreement immediately until such situation can be reasonably resolved. Upon receipt of a complaint, the party receiving the complaint shall provide a copy of the complaint to the other party and the parties shall develop a mutually agreeable plan to respond.

4.3 Upon the expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate, and each party shall immediately cease using and promptly return and purge its files of all material and any confidential information received from the other party in connection with this Agreement. All terms and conditions of this Agreement that, by their sense and content, are intended to survive the expiration or termination of this Agreement, shall survive, regardless of the reason of such expiration or termination.

5. REPRESENTATIONS AND WARRANTIES

5.1 VoterTrove and Advertiser each represent and warrant to the other party that: (i) such party has the full corporate/company power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as may be limited by federal principles of equity; and (iii) it shall comply, and cause its marketing agents and third parties acting on its behalf to comply with Applicable Laws, Rules and Regulations.

5.2 VoterTrove represents, warrants and covenants to Advertiser:

5.2.1 That it will not knowingly provide any information to Advertiser, including Leads and Related Information, which were procured through fraud, identity theft or any illegal or illicit means or in a manner not in compliance with Applicable Laws, Rules and Regulations and it will maintain all documents and records necessary to demonstrate compliance which will be provided upon request;

5.2.2 That it has established and implemented commercially reasonable practices and procedures designed to prevent the generation of Leads that do not comply with Applicable Laws, Rules and Regulations;

5.2.3 That it will not knowingly purchase or resell Leads that have originated from or have been generated by unsolicited commercial email, text messages or advertisements; and

5.2.4 All pages where VoterTrove collects Leads pursuant to the Agreement will contain a prominent link to VoterTrove’s privacy policy which permits the transfer of the Leads and Related Information to Advertiser as provided for herein and is legally compliant, truthful, accurate and sufficient in every respect.

5.3 Advertisers represents, warrants and covenants to VoterTrove:

5.3.1 That it holds the required intellectual property rights and/or licenses to permit the use, posting, reproduction, distribution, and transmission by VoterTrove and its affiliates of the Creatives and by Advertiser and its affiliates of any landing pages and other materials to which consumers can link through to from the Creatives (“Linked Content”) and any products or services that are the subject of the Creatives or the Linked Content (“Advertiser Products”);

5.3.2 The Creatives, Linked Content and Advertiser Products and the marketing thereof do not violate any Applicable Laws, Rules and Regulations or the intellectual or other rights of any third parties in any way;

5.3.3 That all marketing efforts, solicitations, advertising copy, and any other communications with third parties using Leads generated under this Agreement shall be done in a professional manner and in compliance with Applicable Laws, Rules and Regulations;

5.3.4 All pages where Advertiser or its affiliates collect consumer information by or through any campaign pursuant to the Agreement, whether such information is collected in the Creatives or the Linked Content, contain a prominent link to Advertiser’s privacy policy, which shall be legally compliant, truthful, accurate and sufficient in every respect;

5.3.5 The Creatives are not targeted to individuals under eighteen (18) years of age and do not offer products or services that are illegal for minors to buy, possess or use;

5.3.6 Advertiser will not load any computer program onto a consumer’s computer, in connection with a campaign without VoterTrove’s prior approval and the consumer’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded; and

5.3.7 That the Advertiser’s operation of its campaign and/or any campaign advertised using the Leads complies with Applicable Laws, Rules and Regulations.

6. TELEMARKETING

6.1 The provisions of this Section 6 are applicable only if: (i) the IO specifies that the Leads include telephone numbers of consumers who have provided their “express written consent” (as that term is defined in 47 CFR §64.1200(f)(8); a “TCPA Consent”) to be called/contacted by or on behalf of the Advertiser (“Consenting Users”), or (ii) the IO specifies a drive-to-site campaign where the Advertiser will be seeking to obtain TCPA Consent so it may make outbound telemarketing calls to Consenting Users. If the IO specifies that Consenting Users may be contacted via SMS messaging, the TCPA Consent shall include appropriate language to permit use of SMS messaging including language required under the Mobile Marketing Association U.S. Consumer Best Practices for Messaging (“MMA Best Practices”).

6.2 The TCPA Consent obtained by the party responsible for securing such consent (“Responsible Party”) shall contain all of the elements set forth in §64.1200(f)(8) which specifically includes the name of the party(ies) on whose behalf a Consenting Consumer may be called and/or, where applicable, contacted via SMS messaging (each, a “Named Advertiser”). The Responsible Party shall maintain or cause to be maintained records (“TCPA Records”) of the TCPA Consents obtained from each Consenting User including the date and time stamp when the TCPA Consent was obtained, IP address/device ID of the Consenting User, URL for the TCPA Consent form and the contents of the TCPA Consent including the Named Advertiser(s),and such other information and/or documentation that is reasonably necessary to prove in a regulatory or judicial proceeding or in discussions that could reasonably be expected to predate such a proceeding that the Responsible Party secured legally sufficient TCPA Consent from the Consenting User to permit TCPA compliant telemarketing calls and/or contact via SMS messaging, where applicable, by or on behalf of the Named Advertiser to such Consenting User. The Responsible Party shall maintain the TCPA Records for at least 7 years and shall provide such TCPA Records to the requesting party within 10 days of its written request therefor. The Responsible Party is solely responsible for all costs associated with acquiring and maintaining the TCPA Records.

6.3 Advertisers shall vet telemarketers, call centers and SMS messaging companies and only use those persons (“Approved Telemarketers”) who, in its reasonable commercial judgment, have the technical capabilities and appropriate training and management that enables them to operate a call center and/or send SMS messaging in compliance with Applicable Laws, Rules and Regulations and, where applicable, the MMA Best Practices. The Approved Telemarketer (which may include the Advertiser) may make outbound calls and/or send SMS text messages to Consenting Users only on behalf of the Named Advertisers and in compliance with Applicable Laws, Rules and Regulations including the rules applicable to the content of prerecorded telemarketing messages, maintenance and use of an operable opt-out system, call abandonment and time-of-day call restrictions. Approved Telemarketers shall not call any Consenting User more than two times in any day. Approved Telemarketers shall maintain digital recordings of calls which shall be maintained for two years or such period of time as may be specified in the TSR and/or Applicable Laws, Rules and Regulations. Approved Telemarketers shall ensure that the maintaining of digital records is done in a manner that complies with all federal and state laws which regulate recording of calls. Advertiser shall provide or cause to be provided digital copies of call recordings requested by VoterTrove within ten (10) business days of such request. Advertiser is solely responsible for all costs associated with acquiring and maintaining the recordings. Advertiser shall be solely responsible for the acts and omission of its Approved Telemarketers.

6.4 If a party is contacted by a Consenting User that he/she no longer wishes to receive telemarketing calls or SMS messaging, such party shall immediately add such user to its TCPA consent revocation list and shall notify the other party and where necessary, an Approved Telemarketer. The Advertiser and/or Approved Telemarketer shall promptly cease making calls to such consumer but no later than five days after the consumer has made such request.

7. NO OTHER WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE LEADS, RELATED INFORMATION, PRODUCTS, SERVICES, AND/OR INFORMATION PROVIDED HEREUNDER. ADVERTISER UNDERSTANDS AND AGREES THAT THE LEADS AND RELATED INFORMATION, AND ANY OTHER INFORMATION PROVIDED HEREUNDER REPRESENTS SELF-REPORTED INFORMATION FROM INDIVIDUAL CONSUMERS, AND IS PROVIDED ON AN AS-IS BASIS. VoterTrove MAKES NO WARRANTY AS TO WHETHER ADVERTISER WILL REALIZE ANY PROFIT OR RECEIVE ANY PAYMENT AS A RESULT OF THE LEADS PROVIDED. UNLESS SET FORTH OTHERWISE HEREIN, BOTH PARTIES DISCLAIM ANY WARRANTIES THAT COULD BE IMPLIED IN CONTRACT, IN LAW, OR IN EQUITY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE, OR ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY LOSS, DAMAGE, OR EXPENSE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFITS, INCOME, OR GOODWILL, EVEN IF THE OTHER PARTY IS AWARE OF THE POSSIBILITY OF DAMAGES. IN NO EVENT SHALL VoterTrove’S LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE FEES PAID BY ADVERTISER TO VOTERTROVE HEREUNDER IN THE PRECEDING SIX MONTHS.

9. INDEMNIFICATION

9.1 Advertiser agrees to indemnify, defend, and hold harmless VoterTrove and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys’ fees) arising from or in connection with (i) any claim that Advertiser’s use of the Leads or Related Information violates any Applicable Law, Rule or Regulation or privacy or publicity right, intellectual property right, or any other right, except to the extent that such claim is based on any action or omission of VoterTrove; (ii) the Advertiser Products and/or counsel provided by Advertiser or its advertisers to its customers and/or a Lead; or (iii) Advertiser’s breach of any of its obligations, representations, or warranties under this Agreement.

9.2 VoterTrove agrees to indemnify, defend, and hold harmless Advertiser and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys’ fees) arising from or in connection with (i) any claim that the products and/or services provided by VoterTrove hereunder violate any Applicable Law, Rule or Regulation or publicity right, intellectual property right, or any other right, except to the extent that such claim is based on any action or omission of Advertiser; or (ii) VoterTrove’s breach of any of its obligations, representations, or warranties under this Agreement.

9.3 The party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) in writing of all such claims and shall accommodate the Indemnifying Party’s reasonable requests for cooperation and information. The Indemnified Party shall agree to Indemnifying Party’s sole control over the defense and any settlement of such claims; provided, however, that the Indemnifying Party may not agree to any settlement that could adversely affect the rights or interest of the Indemnified Party without their express written consent. The foregoing indemnity obligations may not apply in the event and to the extent that such claim is based on any action or omission of the Indemnified Party.

10. NO ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without written consent from the other party, such consent not to be unreasonably withheld or delayed; provided, however, nothing shall prevent either party from assigning its rights or obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of all or substantially all of the assets of the business of the assigning party, or any other transaction in which ownership of more than fifty percent (50%) of the assigning party’s voting securities is transferred.

11. AGENCY

If Advertiser is an agency or acting as a broker on behalf of the advertiser whose Advertiser Products are being advertised or on whose behalf VoterTrove is generating Leads (such persons are referred to as a “Client”), Advertiser acknowledges and agrees that it is acting as authorized agent on the Client’s behalf including for making payments to VoterTrove hereunder and Advertiser and Client will be jointly and severally liable for all obligations hereunder. Upon payment of funds from Client to Advertiser, Advertiser shall hold the invoiced funds in a segregated account for VoterTrove’s benefit until Advertiser remits payment to VoterTrove in accordance with the terms herein.

12. FORCE MAJEURE

Neither party shall be liable for delays or nonperformance of this Agreement if such delay or nonperformance was caused by: (i) act of God, act of war, strike, fire, natural disaster, or accident; (ii) lack of availability of materials, fuel, or utilities; or (ii) any other cause beyond such party’s control.

13. CONFIDENTIAL INFORMATION

For a period of one (1) year after the expiration of the Term, each party will keep strictly confidential all Confidential Information disclosed by the other party, except to the extent an applicable governmental law, order, decree, regulation, rule, or process requires disclosure. Unless reasonably required otherwise, if disclosure is required, the receiving party shall provide written notice thereof to the disclosing party as soon as reasonably possible, and shall reasonably cooperate with the disclosing party in resisting the disclosure of or obtaining confidential treatment for such Confidential Information.

14. NOTICES

All notices, demands and other communications hereunder must be in writing and sent to the addresses set forth in the IO or such other address as either party may specify in writing. Notices will be deemed to have been duly given (i) if mailed by certified mail, postage prepaid, on the date three days from the date of mailing, (ii) if delivered by overnight courier, when received by the addressee or (iii) if sent by facsimile, on receipt by the sender of electronically generated confirmation of transmission, or (iv) if sent by email, on receipt by the sender of electronically generated confirmation of transmission and a read receipt.

15. MISCELLANEOUS

These Ts & Cs and all applicable IOs and addenda attached thereto: (i) shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law; (ii) may be amended only by a written agreement executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, electronic or otherwise, between the parties. If any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. The parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over Travis County, Texas and waive the right to trial by jury.

By signing an IO, Advertiser acknowledges and affirms that Advertiser has read, understands and agrees to the provisions of this Agreement, including these Ts & Cs, the terms of the applicable IO and any Addendum(a) attached thereto, all of which are made a part hereof and together shall comprise the entire Agreement between Advertiser and VoterTrove.