These Standard Terms and Conditions, together with the preceding quote (collectively, the “Agreement”) govern the terms under which insaneX 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 commence 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 insaneX and its officers, members, directors, and employees from and against any 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 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 insaneX. 

insaneX 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 insaneX, its agents, or employees or the publication of any material supplied by insaneX. insaneX shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of the ADVERTISER. 

Taxes: All tax and other returns required by the city, local, state, or federal laws or regulations concerning the performance of this contract or otherwise in connection with the business of insaneX 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 insaneX, and insaneX shall hold ADVERTISER harmless from any liability with respect thereto. 

Assignment: insaneX’s services hereunder are personal. This Agreement may not be assigned or transferred by insaneX without the prior written consent of the 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 our written consent. This limitation will apply for one (1) year after the 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. 

insaneX and ADVERTISER collectively agree to keep the terms of this Agreement and all information about the advertising sales and other information pertaining to either party’s business strictly confidential except as may be required to sell Advertising. Disclosure by insaneX 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 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 before issuance. 

Responsibility for Advertisements: ADVERTISER represents and warrants to insaneX that it is fully authorized to deliver, and authorizes insaneX 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 the ADVERTISER or ADVERTISER to inform insaneX of removed or relocated web content that may adversely affect the advertisements’ ability to deliver appropriate content to visitors. insaneX 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 communications. This Agreement does not constitute an offer by insaneX 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 insaneX during and after the program described with this MA. insaneX will pay all media costs directly to 3rd party vendors. 

Counts and Make Goods: insaneX counts instances of Content being delivered based on requests, and insaneX will issue monthly tracking reports. ADVERTISER will only be privy to their individual advertising results or their program’s cumulative results when sponsoring a cooperative initiative. If insaneX 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 insaneX’s ad server platforms. insaneX will not be liable for impressions or other delivery discrepancies between said platforms and ADVERTISER’s 3rd party ad tagging. insaneX 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 insaneX 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. 

Commitment and Payment Terms: Unless otherwise agreed upon, ADVERTISER will be billed in full upon advertising campaign activation. insaneX will invoice ADVERTISER for all fees under this Agreement, and ADVERTISER will pay insaneX all invoiced amounts within 30 days after the date of the invoice to insaneX. insaneX 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 insaneX income) is the responsibility of the ADVERTISER. 

Reporting: insaneX 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 the results of their individual advertising or the cumulative results of their program when sponsoring a cooperative initiative. 

Independent Status: The parties intend that this Agreement will create an independent contractor relationship. 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.


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