Standard Terms and Conditions for Keith Jones | iRepULocal Services
AGREEMENT DETAILS ORDERS FOR ADVERTISEMENTS: These Standard Terms and
Conditions, together with the preceding quote (collectively, the
"Agreement") govern the terms under which Keith Jones | iRepULocal

(KCJ) may manage digital campaigns for the
ADVERTISER. References to "ADVERTISER" in these Standard Terms and
Conditions means the "ADVERTISER" as specified in the preceding
quote. Term: This Agreement shall cohence on the effective date as indicated
by signing and shall remain in effect through the quoted program’s end.
Indemnity and Hold Harmless: ADVERTISER agrees to indemnify, defend, protect
and hold free and harmless KCJ and its officers, members, directors, and
employees from and against any and all liabilities, damages, costs, expenses,
obligations, claims, fines, penalties or losses, including but not limited to
all attorney’s fees and other costs of defense, arising in any way from the
fault or negligence of ADVERTISER, its agents, employees, and sales personnel
or from the publication of any editorial or ADVERTISER materials supplied by
ADVERTISER, including, without limitation, any such liability arising out of
copyright, privacy, or antitrust. ADVERTISER shall not, however, be liable
hereunder for any damages or other losses set forth above which are caused by
the fault or negligence of KCJ. KCJ does hereby indemnify and hold harmless
ADVERTISER and its officers, members, directors, and employees from any
liability, damages, costs, expenses, obligations, claims, fines, penalties or
losses, including but not limited to all attorney’s fees and other costs of
defense, arising in any way from the fault or negligence of KCJ, its agents, or
employees or from the publication of any material supplied by KCJ. KCJ shall
not, however, be liable hereunder for any damages or other losses set forth
above which are caused by the fault or negligence of ADVERTISER. Taxes: All tax
and other returns required by city, local, state or federal laws or regulations
with respect to the performance of this contract or otherwise in connection
with the business of KCJ and all payments due thereon, and all fees or other
payments due in connection therewith, including generally, but not limited to,
income or other tax withholding, social security, unemployment compensation,
disability coverage and other taxes shall be made, filed and paid by KCJ, and KCJ
shall hold ADVERTISER harmless from any liability with respect thereto.
Assignment: KCJ’s services hereunder are personal in nature. This Agreement may
not be assigned or transferred by KCJ without the prior written consent of
ADVERTISER. Modification: This Agreement may only be modified in writing and
signed by both parties hereto. Confidentiality: Information that is disclosed
by one party to the other party, and that is marked “confidential,” or which
under the circumstances ought reasonably to be treated as confidential
information (including this agreement), will be treated as confidential by you.
You will not disclose to a third party such information or use such information
other than for the purpose for which it was provided without the written
consent of us. This limitation will apply for a period of one (1) year after
disclosure of such confidential information. The foregoing limitations do not
apply to the extent such information: (a) is or subsequently becomes publicly
available other than through a breach of these limitations; (b) is already
known to the receiving party at the time of disclosure; (c) is developed by the
receiving party independent of such information; or (d) is rightfully received
from a third party without restrictions on disclosure or use. KCJ and
ADVERTISER collectively agree to keep the terms of this Agreement and all
information pertaining to the advertising sales and other information
pertaining to either party’s business strictly confidential except as may be
required to sell Advertising. Disclosure by KCJ or ADVERTISER to its attorneys,
accountants, or tax advisors and sales representatives, or as may be

required by law to any governmental agency or authority or
to a court or arbitrator shall be conditioned on all reasonable steps being
taken to maintain the confidentiality of the terms of this Agreement. Either
party shall notify the other party promptly if any such disclosure is requested
or required. Neither party shall issue any press releases or public
announcements pertaining to this Agreement or the Advertising Sales unless such
releases or announcements have been approved by the other party prior to
issuance. Responsibility for Advertisements: ADVERTISER represents and warrants
to KCJ that it is fully authorized to deliver, and authorizes KCJ to deliver on
its partners’ behalf, content through advertisements (including, without limitation,
all content such as text, graphics, URLs, and sites to which URLs are linked),
and that all content complies with all applicable laws and regulations. If an
agency is entering into this Agreement on behalf of an ADVERTISER, Agency
agrees to the foregoing representations and also represents and warrants that
it is the authorized agent of ADVERTISER, and ADVERTISER is not, as of the date
of this Agreement, in material breach of any agreement with or in default with
respect to any amount owed to Agency. It is the responsibility of ADVERTISER or
ADVERTISER to inform KCJ of removed or relocated web content that may adversely
affect the advertisements’ ability to deliver appropriate content to visitors. KCJ
will not be held liable for any clicks delivered to removed or relocated web
content, such as those resulting in an HTTP 404 error response code.
Miscellaneous: This Agreement shall be construed and controlled by the laws of
the State of Arizona. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements or coKCJunications. This Agreement does not
constitute an offer by KCJ and it shall not be effective until signed by
ADVERTISER. ADVERTISER will not have direct access to bid management interface,
advertising platforms, or metrics such as cost per click incurred and cost per
thousand impressions incurred. All platform accounts and contents therein will
remain the intellectual property of KCJ during and after the program described
with this MA. KCJ will pay all media costs directly to 3rd party vendors.
Counts and Make Goods: KCJ counts instances of Content being delivered based on
requests, and KCJ will issue monthly tracking reports on that basis. ADVERTISER
will only be privy to results of their individual advertising or the cumulative
results of their program when sponsoring a cooperative initiative. If KCJ fails
to deliver the contracted impressions during the contract term, ADVERTISER‘s
sole remedy for such failure will be an extension of this Agreement until the
contracted deliverables are provided in full. The final determination of
delivery will be as reported by KCJ’s ad server platforms. KCJ will not be
liable for impressions or other delivery discrepancies between said platforms
and ADVERTISER’s 3rd party ad tagging. KCJ guarantees costs and assumes all
risks based on current levels of online inventories and marketplace demand. In
the event, and only in the event, market conditions shift to prevent the execution
of the contract as contemplated by the parties, ADVERTISER and KCJ may mutually
agree to alter the agreement terms or either party may terminate the contract
upon 10 business days’ notice in party’s sole discretion. CoKCJitment and
Payment Terms: Unless otherwise agreed upon, ADVERTISER will be billed in full
upon advertising campaign activation. KCJ will invoice ADVERTISER for all fees
under this Agreement, and ADVERTISER will pay KCJ all invoiced amounts within
30 days after the date of the invoice to KCJ. KCJ may remove any advertisements
and cancel any Agreement, if ADVERTISER is in default of its payment
obligations. Amounts due hereunder do not include taxes or other government
fees, the computation and payment of which (other than taxes on KCJ income) is
the responsibility of

ADVERTISER. Reporting: KCJ will provide monthly reports, at
a minimum, taken directly from the applicable advertising account(s)
demonstrating key metrics such as clicks, impressions and click-through rates.
ADVERTISERS will only be privy to results of their individual advertising or
the cumulative results of their program when sponsoring a cooperative
initiative. Independent Status: The parties intend that an independent
contractor relationship will be created by this Agreement. Nothing in this
Agreement shall be construed as making the parties joint venturers or as making
either party or any of its employees the employee of the other. Covenant Not to
Divert: During the term of this agreement and for a period of one (1) year
thereafter, the parties will not directly or indirectly solicit, induce,
attempt to induce, or endeavor to entice away any employee of the other party,
whether for their own account or for the account of a third party.