1. PARTIES: Pursuant to this Agreement, Canep Media ("Canep Media") of 662 S Dobbs Glen Street, Terre Haute, IN 47803, and Advertiser ("Advertiser") shall agree to the following terms and conditions for the purchase of online advertising inventory ("Inventory") from the Canep Media Network ("Network") Publishers ("Publishers") and delivery of Advertiser's advertising materials and linked URLs ("Creative") to consumer web browsers via said Inventory. This includes the serving, tracking and reporting of each purchase ("Campaign"). Campaign details are as stated in the Campaign Insertion Order ("IO"). In the event of a difference between the terms of the Advertiser Agreement and the IO, the IO shall take precedence.

  2. TRAFFICKING: All Campaigns placed on the Network are subject to Network capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, creative performance, and market pricing limitations, as well as targeting limitations including user geography coverage and accuracy. Unless otherwise indicated on the IO, Advertiser hereby grants Canep Media the right to extend the end date of the Campaign, in Canep Media's discretion, to complete delivery of the contracted Campaign budget.

  3. REPRESENTATION:

    1. Advertiser represents and warrants that:

      1. It is the owner or is licensed to use the entire contents and subject matter contained in the Creative;

      2. The Creative is free of any "worm", "virus" or other device that could impair or injure any person or entity;

      3. The Creative does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement;

      4. The Creative does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity;

      5. Advertiser is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply to display of the Creative on Sites; and

      6. The Creative does not and will not infringe any copyright, trademark, patent or other proprietary right. Advertiser grants Canep Media and the Publisher the right and license to use, reproduce, transmit, and distribute the Creative.

    2. Canep Media and Publisher jointly represents and warrant that:

      1. Publisher is the owner or is licensed to use the entire contents and subject matter contained in the Inventory;

      2. The Inventory does not violate any law or regulation;

      3. The Inventory does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity;

      4. Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and

      5. The Inventory does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants Canep Media and Advertiser the right and license to transmit the Creative to the Inventory.

  4. QUALITY CONTROL: Canep Media reserves the right to refuse service to any new or existing Advertiser, in its sole discretion, with or without cause. Canep Media reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Creative for any reason at any time, with or without notice to the Advertiser and regardless of whether such Creative was previously accepted or published. Canep Media does not accept Advertisers that engage in, promote or facilitate illegal activities. Canep Media may in its sole discretion refuse or restrict use of any Creative that it deems appropriate or requires special handling. This Agreement is cancelable by Canep Media immediately if Advertiser fails to disclose, conceals or misrepresents itself in any way.

  5. CAMPAIGN DATA: Canep Media is the sole owner of all Inventory, Campaign, and aggregate web user data collected by Canep Media. Advertiser is granted unrestricted rights to all data available online in Advertiser's account.

  6. CAMPAIGN ACCOUNTING: Campaigns purchased on the Canep Media Network are served, tracked and reported by Canep Media. Unless otherwise stated in the IO, Canep Media shall be the governing counting authority, and all prepaid and billed amounts due shall be per Canep Media.

  7. PUBLIC RELEASE: Neither Advertiser nor Canep Media shall release any information regarding Advertiser's relationship with Canep Media, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of both Advertiser and Canep Media.

  8. INDEMNIFICATION: Canep Media and Advertiser hereby agree to indemnify, defend and hold harmless each other and each other's officers, directors, agents, affiliates, contractors and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the use of Network; (b) or arising out of any material breach by Canep Media, or Advertiser of any duty, representation or warranty under any agreement between Canep Media and Advertiser.

  9. DAMAGES: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

  10. WARRANTY DISCLAIMER: Canep Media and Publishers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Canep Media, services provided thereunder, or any output or results thereof. Canep Media and Publishers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

  11. LIMITATION OF LIABILITY: Neither Canep Media nor Publishers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Creative due to systems failures or other technological failures of Canep Media or of the Internet; (b) delays in delivery and/or non-delivery of a Campaign, including, without limitation, difficulties with a Publisher or website, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative provided by Advertiser. The total liability of Canep Media and Publishers arising out of this campaign or the services provided thereunder, whether based in contract, tort or otherwise, shall not exceed (1) the amount paid to Canep Media for Campaigns run on Advertiser's behalf or (2) $5,000, whichever is less.

  12. GENERAL: This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Canep Media nor Advertiser shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement.

  13. ASSIGNMENT: Advertiser may not assign this agreement, in whole or in part, without written consent from Canep Media. Any reasonable request to assign this agreement in the event of a significant change in ownership of Advertiser, or such similar event, will be granted Any attempt to assign this Agreement without such consent will be null and void.

  14. GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Indiana.

  15. PRIVACY: Advertiser shall support Canep Media’s commitment to protect the privacy of the online community; such commitment is set forth in Canep Media’s Privacy Policy, which is hereby incorporated by reference. The Advertiser therefore affirms and attests that they have a privacy policy that is in compliance with all FTC guidelines, rules and regulations with respect to online privacy.

  16. ABILITY TO ENTER INTO AGREEMENT: Advertiser warrants that Advertiser (or Authorized Representative of Advertiser) is at least 18 years of age, has the appropriate authority to enter into this agreement, and that there is no legal reason that Advertiser cannot enter into a binding contract.