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Terms and Conditions

1. Definitions – For purposes of this Master Insertion Order (the “Master IO”), the following termsshall apply: 

“CPM Deliverables” means Deliverables sold on a cost per thousand-impression basis. “Deliverable”or “Deliverables” means the inventory delivered by Media Company (e.g., impressions, clicks, orother desired actions). “IO” means a mutually agreed insertion order that incorporates these Terms, under which MediaCompany will deliver Ads on Sites for the benefit of Agency or Advertiser. “Media Company” means the publisher listed on the applicable IO. “Media Company Properties” are websites specified on an IO that are owned, operated, or controlledby Media Company. “Network Properties” means websites specified on an IO that are not owned, operated, or controlledby Media Company, but on which Media Company has a contractual right to serve Ads. 

2. The Parties may execute, from time to time, additional IO’s (the “Additional IOs”) for differentcampaigns, all of which are subject to the terms and conditions of this Master IO. 

3. Reporting-All reported numbers for the purposes of billing and general delivery reporting arebased on Vuuo Inc server reports –unless mentioned else in this IO. Reports for billing and invoicingpurpose will be final by the 15th of every month relevant to the previous month that ended. 

4. Payment – Payments shall be remitted to publisher within 60 days from the end of the month, provided that an invoice has been submitted with accurate numbers by the 15 th of the first month following the activity period. Invoices received after the 15th will be placed into the billing-cycle of the subsequent month. All payments will be based on Vuuo Inc’s server reports –Payment by Vuuo Inc will be issued only in front of original matching invoice from the Publisher with the accurate amount according to the stats under point 3 “reporting”. If the monthly payment does not exceed two hundred fifty ($250) U.S. Dollars, vuuo inc shall withhold payment until the total payment owed toPublisher exceeds two hundred fifty ($250) U.S. Dollars.

5. Confirmation of Campaign Initiation. Media Company will, within one (1)-business days of thestart date on the IO, provide confirmation to Agency, either electronically or in writing, statingwhether the components of the IO have begun delivery. 

6. Placement of Ads Publisher will comply with the IO, including all Ad placement restrictions, and,will create a reasonably balanced delivery schedule. Publisher will provide, within the scope of theIO, an Ad to the Site specified on the IO when an Internet user visits such site. Any exceptions willbe approved by Agency in writing. 

7. Vuuo Inc’s ads will not be placed on websites, applications or any other form of media that mayinclude pornographic/adult/ offensive/ or illegal advertisement or content. In case whereadvertisements are placed in such locations, Vuuo Inc Reserve the right to withhold payment for theentire campaign and/or submit an immediate legal action against the company and/or set a financialpenalty, based on the damages caused to Vuuo Inc Publisher will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates andRepresentatives from damages, liabilities, costs, and expenses (including reasonable attorneys’fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively,“Claims”) brought by a Third Party. 

8. Compliance with Law. Agency, Advertiser, and Media Company will at all times comply with allfederal, state, and local laws, ordinances, regulations, and codes which are applicable to theirperformance of their respective obligations under the IO.