This Media Sales and Delivery Agreement (hereinafter referred to as “Agreement”), is entered into by and between Pipeline360, Inc. (“Pipeline360”), and you (the Party executing an Insertion Order with Pipeline360, hereinafter referred to as “Marketer”) and Marketer’s Affiliates.  Pipeline360 and Marketer are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.”

TERMS AND CONDITIONS

1. DEFINITIONS
   
   1. “Digital Display Advertising – Software” means any Pipeline360 subscription related to the delivery of Digital Display Advertising, including without limitation Digital Display Advertising Insights Dashboard Add-on.
   2. “Creative(s)” means anything provided by Marketer on behalf of itself, Affiliate, or any other clients within its network or any asset provided by Marketer, including, but not limited to, advertising materials, white papers, email content, call scripts, webinars, abstracts, case studies, videos, presentations, artwork, or active URLs for advertisements and product sheets.
   3. “Affiliate(s)” are entities that are directly or indirectly controlling, controlled by or under common control with a Party, where control means the ownership or control, directly or indirectly, of more than 50 percent of all the voting shares; provided that an entity shall be considered an affiliate only for the time during which such control exists.
   4. “Campaign” is a set of criteria, content, fields, and/or other parameters defined by Marketer to generate, manage, and process incoming Records from one or more Sources.
   5. “Insertion Order” or “IO” is an order: (i) authorizing Pipeline360 to create Campaign(s) within the Platform on behalf of Marketer thereby allowing Sources to generate Records consistent with the terms of the IO; and/or (ii) to purchase Digital Display Advertising (“Digital Display Advertising”), as defined in Section 4 below, from Pipeline360.
   6. The “Lead Gen Marketplace” or “Marketplace” is where Marketer can instruct Sources to generate Records in response to Marketer’s Campaigns.
   7. The “Platform” is the technology where: (i) Campaigns are created by or on behalf of Marketers, pursuant to Marketer’s written instructions; and (ii) Sources submit Records to Pipeline360 for processing.
   8. A “Record” is the unit of measure for data provided by a Source in response to a Campaign.
   9. “Source” is a publisher, Affiliate, network, or media services provider that wants to utilize the Platform to market and sell various Records.
2. SCOPE OF AGREEMENT

   This Agreement together with the IO comprise the agreement between Pipeline360 and Marketer. The terms and conditions of this Agreement are hereby incorporated by reference into each IO as if fully set forth therein.  Where there is a conflict or inconsistency between the terms and conditions of this Agreement or an IO, the terms and conditions of this Agreement will control and take precedence, except to the extent the conflicting IO expressly provides that the conflicting or inconsistent terms and conditions of the IO take precedence over the terms and conditions of this Agreement.

3. ABILITY TO BIND MARKETER
   
   1. Marketer hereby authorizes and directs Pipeline360 to process Records delivered by Sources in response to Marketer’s Campaigns.
   2. The IO may include, but are not limited to, the following: (i) the cost per Record range, i.e. how much the Marketer will pay for any given Record; (ii) the total daily/monthly caps on Records to be purchased, i.e. how many Records can be purchased in a day or month; (iii) all campaign targets/fields, i.e. what criteria the Marketer must have for a Record to be valid; and (iv) the end date for a Campaign.
   3. Marketer hereby authorizes Pipeline360 to create a Campaign in the Platform, on behalf of Marketer, by using Marketer’s account. If Marketer does not have an account with Pipeline360, by entering into this Agreement or any IO with Pipeline360, Marketer authorizes Pipeline360 to create a Marketer account within the Platform consistent with the purpose of this Agreement or IO.  All Campaigns are created based on the descriptions in the IO entered between the Parties.
   4. Modifications to the executed IO will only be binding if approved in writing by the Parties, this includes but is not limited to start/end dates, allocation, and price. Acknowledged receipt of electronic mail (email) documenting the modifications by both Parties will constitute a writing for these purposes.
   5. Marketer agrees that Pipeline360 may process Records from any Source submitting Records in response to Marketer’s Campaign. If Marketer does not want to receive Records from a specific Source, Marketer must state, in writing, by Source name or Pipeline360’s Source identification number (“SID”) that it does not want to purchase Records from that Source.
   6. To make changes to a Campaign, Marketer must contact Marketer’s Pipeline360 representative and request that changes be made. If appropriate, Pipeline360 will make the requested changes within forty-eight (48) hours and notify Marketer that the changes have been made.  Changes must be in conformity with the IO upon which the campaign was built.
4. TERMS FOR PURCHASE OF DIGITAL DISPLAY ADVERTISING (“DIGITAL DISPLAY ADVERTISING”)
   
   1. Any Digital Display Advertising orders by Marketer will be governed by Version 3.0 of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, as jointly published by the AAAA and the IAB (the “Standard Terms”), as amended in Section 4.c. In the event of a conflict, Section 4.c shall take precedence over the Standard Terms.  In the context of the Standard Terms and Section 4.c, the term “Media Company” shall mean “Pipeline360” and “Agency” shall mean Marketer.  Notwithstanding any provisions or terms to the contrary in the Standard Terms, if any of the Standard Terms conflict with the terms of this Agreement or an IO, the following is the order in which the must be applied: (1) this Agreement; (2) an IO; and (3) the Standard Terms as amended by Section 4.c.
   2. For Digital Display Advertising – Software only: (i) the start and end dates (collectively the “Term”) will not be amended if Marketer fails to provide Creative necessary to run campaigns in a timely manner; (ii) the Term may not be amended or cancelled; (iii) all Campaigns must run within the Term provided; and (iv) all fees will be invoiced in full and upfront, are non-cancellable and non-refundable. If Marketer requests Pipeline360 pause campaigns created under a Digital Display Advertising purchase, the Term length will not be extended. This Section supersedes any conflicting sections within the Standard Terms.
   3. Amendments to Standard Terms
      
      1. The words “specified on an IO” are hereby stricken from the definitions of both Media Company Properties and Network Properties.
      2. Section II a through d is hereby stricken in its entirety and replaced with the following: “Pipeline360 may place Ads on any and all Sites necessary to fulfill the terms of an IO.”
      3. iii. Section III a through c is hereby stricken in entirety and replaced with the following: “Payments will be made in accordance with the payment schedule set forth in the applicable IO.”
      4. Section XI is deleted in its entirety and replaced with Section 9 of this Media Sales and Delivery Agreement.
      5. Section XIII is deleted in its entirety and replaced with the following text: “Media Company’s tracking and reporting will be the measurement used for invoicing advertising fees under any IO.”
      6. Miscellaneous: Capitalized terms used herein that are undefined have the same meaning as in the Agreement.
5. PAYMENT AND PAYMENT LIABILITY
   
   1. Payments shall be made pursuant to the terms of an IO. Any successfully returned Records pursuant to Section 5.c below that are accepted after an invoice has been issued will be credited to Marketer’s account and applied to any outstanding amounts.  If Marketer is also a Source in the Platform, Pipeline360 may credit Marketer’s account with any amount owed by Pipeline360 to Marketer through its Source account.
   2. Late Delivery of Records. If the quantity of delivered Records for any Campaign is less than the ordered quantity, as set forth on the IO, Marketer agrees that Records can be delivered up to five (5) days after the end date of a Campaign and that Marketer is responsible for payment for such Records. If Marketer has made an upfront payment to Pipeline360 as specified on an IO for which under-delivery occurred and Marketer is current on all amounts owed to Pipeline360 under any other IO, Marketer may elect to receive a refund for the under-delivered quantity equal to the difference between the applicable pre-payment and the value of the delivered portion of the Campaign.
   3. Returns
      
      1. Marketer must submit any alleged Invalid Records by the 15th of each month for the previous month’s delivery of Records. An “Invalid Record” includes, but is not limited to a Record that: (i) has invalid or erroneous contact information; (ii) does not match the target criteria for the campaign in which it was generated; (iii) has been previously provided, i.e. a duplicate Record; through the Platform within the previous sixty (60) days; and (iv) the Marketer denies requesting the service for which the Record was allegedly generated. Marketer agrees and acknowledges that it alone is completely responsible for timely submitting Invalid Records to Pipeline360.  Should Marketer fail to provide timely returns for allegedly Invalid Records, Marketer forfeits its right to contest Records provided during that billing period and all Records for that billing period will be deemed valid.
      2. In order for a Record to be considered invalid, Marketer must provide Pipeline360 via email with as much of the following information as possible for each returned Record: (i) specify why the Record is believed to be invalid; (ii) name of business contact; (iii) phone number of business contact; (iv) mailing address of business; (v) email address of business contact; (vi) IP address Record was generated from; (vii) any quality assurance notes from Marketer (e.g. “business returned the order” or “the credit card was stolen”); and (viii) if returns are based on the use of anti-fraud programs, what program Marketer is using. In addition, Marketer must provide the following information based on the type of Record purchase: (i) For CPA/CPS Campaigns, the Pipeline360 LeadID which is the identification number provided to Marketer for each Record processed by Pipeline360, transaction ID or IP address and associated disposition; (ii) For cost per lead Campaigns the Pipeline360 LeadID, Phone Number or email address and associated disposition; and (iii) For Live Transfer Campaigns the Pipeline360 LeadID, phone number or email address. No returns are allowed for CPIC/CPC Campaigns. Pipeline360 will designate Marketer’s return as incomplete, and Marketer will still be charged for all Records if Marketer fails to provide this necessary information.
      3. If a dispute over the validity of Records is not resolved within thirty (30) days, Pipeline360 may deem the questioned Records invalid or valid and accept or withdraw those Records accordingly on behalf of the Marketer and/or Source. To ensure a prompt resolution of Record disputes, Marketer agrees that Pipeline360 has the sole and absolute final discretion to deem a Record valid or invalid.
   4. Payment Liability. Marketer understands that as a technology provider, Pipeline360 has no obligations relating to payments due to any Sources, either joint or several. Marketer is solely liable for all charges incurred pursuant to executed IO.  Marketer will send all payments to Pipeline360 for all valid Records based on the payment terms stated in an IO.  Marketer agrees to protect, indemnify, defend and hold Pipeline360 and its officers, employees, and agents harmless for any and all payments due by Marketer.  If Marketer fails to indicate for which Campaign a payment has been made, Marketer understands that payments will be applied at Pipeline360’s discretion.
   5. Late Fees and Payments. A five percent (5%) annual percentage rate will be charged to Marketer for all late payments. Marketer agrees to pay for reasonable costs and expenses, including attorney fees, for any efforts made by Pipeline360 to collect on past due undisputed amounts.
6. REPRESENTATION AND WARRANTIES
   
   1. Marketer represents, warrants, covenants and agrees that: (i) Marketer enters into this Agreement with the intent to use the Records consistent with the terms of this Agreement, ethical business practices, and all laws and regulations; (ii) Marketer has the full right, power and authority to enter into this Agreement; (iii) the execution of this Agreement by Marketer,  Marketer’s use of the Records and Marketer’s performance of its obligations hereunder does not and will not violate any law or regulation, or any agreement to which Marketer is a party; (iv) Marketer will not engage in or facilitate the use of indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with the CAN-SPAM Act of 2003 or any successor legislation or any other law or regulation that governs marketing or communications; and (v) Marketer agrees to and authorizes Pipeline360 to use Marketer’s name on all Pipeline360 website(s) and promotional materials.  The terms of this Agreement will be held in strict confidence and only the fact that Marketer is working with Pipeline360 will be disclosed to the public, absent a written agreement stating otherwise.
   2. Pipeline360 represents, warrants, covenants and agrees that: (i) Pipeline360 holds the necessary right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which Pipeline360 is bound; and (iii) Pipeline360 will provide and maintain the resources, personnel and facilities suitable to perform its obligations under this Agreement. Marketer acknowledges that Pipeline360 makes no representations, warranties or covenants not set forth in this Agreement.
7. INDEMNIFICATION
   1. Each Party (the “Indemnitor”) shall indemnify and hold harmless the other Party, as well as the other Party’s officers, directors, members, employees and agents (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, obligations, damages, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including reasonable attorneys’ fees and disbursements, incurred, borne or asserted by a third party against any of the Indemnified Parties in any way relating to, arising out of or resulting from the Indemnitor’s actual or alleged: (i) breach of this Agreement; (ii) intentional or negligent wrongdoing; (iii) violation of applicable laws, rules and regulations; and (iv) infringement, violation or misappropriation of any patent right, copyright, trademark right, trade dress right or other intellectual property right. In addition, Marketer agrees to fully indemnify, and hold Pipeline360 harmless for any claims stemming from Marketer’s refusal to pay for Records obtained by Sources consistent with this Agreement or any IO.
   2. The Indemnified Parties shall promptly notify the Indemnitor in writing of any such claim or suit within ten (10) business days that the pleading, demand letter, or other notice is served upon Indemnified Parties, and shall cooperate in a reasonable manner with Indemnitor and at the Indemnitor’s expense, with respect to the defense and disposition of such claim. Indemnitor will have control of the defense or settlement; provided, however, that the Indemnitor shall not enter into any settlement that obligates the Indemnified Parties to take any action or incur any expense without such Indemnified Parties’ prior written consent, and further provided that the Indemnified Parties will have the right to be represented by independent counsel of their own choosing, at their own expense, in connection with such claim or suit. If the Indemnitor fails to defend such suit, then the Indemnified Parties, through counsel of their own choice, may, at the expense of the Indemnitor, conduct the defense of such claim, on the condition that the Indemnified Parties will not enter into any settlement that obligates the Indemnitor to take any action or incur any expense without the Indemnitor’s prior written consent.
8. WARRANTY DISCLAIMER
   PIPELINE360 EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MARKETER AGREES THAT THE RECORDS OR PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SATISFACTION, QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY PIPELINE360, ITS EMPLOYEES, LICENSORS, LICENSEES OR AGENTS WILL CREATE A WARRANTY, NOR MAY MARKETER RELY ON ANY SUCH INFORMATION OR ADVICE. PIPELINE360 DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL MEET MARKETER’S REQUIREMENTS OR ENABLE MARKETER TO ATTAIN ITS OBJECTIVES.

   MARKETER ACKNOWLEDGES THAT THEPLATFORM AND RECORDS HAVE NOT BEEN DEVELOPED TO MEET ITS INDIVDUAL REQUIREMENTS.

9. LIMITATION OF LIABILITY
   
   1. Except as set forth in this Agreement, Pipeline360 disclaims all liability, whether based in contract, tort, negligence, strict liability or otherwise, for damages of any kinds (including without limitation direct, indirect, incidental, consequential, special, punitive or exemplary damages) in any way arising from: (i) the use or disclosure of any Record; (ii) any transaction or communication between Marketer and Source; (iii) the functionality or operation (or failure to function or operate) of the Platform or the website, even if Pipeline360 is expressly advised of the possibility of such damages; or (iv) the actions or omissions of a Source.
   2. SUBJECT TO SECTION 9.c, EACH PARTY (INCLUDING EMPLOYEES AND AGENTS), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY AND IRREVOCABLY WAIVE, AND NEITHER PARTY HAS OR WILL HAVE ANY LIABILITY IN RESPECT OF, ANY AND ALL CLAIMS FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE (NOT INCLUDING FEES AND PAYMENTS DUE TO PIPELINE360 PURSUANT TO ANY ORDER), LOSS OF OR DAMAGE TO DATA, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, THAT IN ANY WAY RELATE TO THIS AGREEMENT, THE USE OR INABILITY TO USE THE PLATFORM, SERVICES, CAMPAIGNS, AND CREATIVE OR THAT RESULT FROM THE ACTS OR OMISSIONS OF ANY PARTY, INCLUDING WITHOUT LIMITATION PIPELINE360, MARKETER, SOURCES, END USERS, OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT OR OTHERWISE, TO ANY PARTY IN PRIVITY TO THIS AGREEMENT OR TO ANY PARTY NOT IN PRIVITY , AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
   3. Pipeline360’s maximum aggregate liability arising out of this Agreement, or any related agreement will not exceed the fees paid to Pipeline360 under the applicable IO in which the claim arose during the twelve (12) month period immediately preceding the aggrieved Party’s first assertion of any claim, against the other, regardless of whether any action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability, or other tort or otherwise.
   4. Any amounts payable by an Indemnified Party to a third party pursuant to a judgment or to a settlement agreement approved in writing by an Indemnifying Party, liability for which falls within the Indemnifying Party’s indemnification obligations under this Agreement, and all fees payable by Marketer under this Agreement, and any notification related costs, will be deemed direct damages for purposes of this Section 9.
10. CONFIDENTIALITY, INTELLECTUALPROPERTY, DATA PROCESSING AND USE
    1. “Confidential Information” shall mean all proprietary information of the disclosing Party (“Discloser”) to receiving Party (“Recipient”), including information provided to the Discloser by third parties that the Discloser is obligated to keep confidential, whether provided before or after the Parties execute this Agreement. Unless excluded in writing by the Discloser, the Parties shall assume that any, and all information disclosed, that is of a nature that a reasonable person would understand is confidential, is Confidential Information, whether in oral form, machine-readable form, written, digital, electronic, or other tangible form, and whether designated as confidential or unmarked.  Without limiting the foregoing, Confidential Information includes inventions, product research and development, production data, product designs, specifications, descriptions and labels, discoveries, trade secrets, techniques, models, data, programs, processes, know-how, customer lists and contact information, personal information with respect to employees, customers or others, including but not limited to customer email addresses, client names, marketing plans, drawings, financial information, products, business plans, sales positioning strategies and communication strategies.
       
       1. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of the Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the Discloser; (iv) was developed by employees or agents of Recipient independently of and without reference to any Confidential Information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law; provided, however, that: (a) the Recipient promptly notifies the Discloser of such disclosure requirement; (b) the Recipient cooperates (at Discloser’s expense) in any lawful effort by Discloser to oppose or limit such disclosure; and (c) the Recipient discloses only so much of such Confidential Information as, on advice of counsel, it is legally obligated to disclose.
       2. Marketer and Pipeline360 agree that the Recipient of the Confidential Information shall always maintain the Discloser’s Confidential Information in confidence, keep it secret and not disclose or divulge it, or allow it to be disclosed or divulged or made accessible except as may be expressly permitted in this Agreement.
       3. Each Party agrees that monetary damages for breach of confidentiality under this Section 10 may not be adequate and that the Discloser shall be further entitled to seek injunctive relief.  Nothing contained in this Agreement shall be interpreted as granting rights by license or otherwise in any Confidential Information disclosed pursuant to this Agreement.
    2. Intellectual Property. Marketer acknowledges and agrees that: (i) all right, title and interest in and to the Platform and all derivatives thereof, and all intellectual property rights therein (including without limitation any and all patents, copyrights, trade secrets, rights, trademarks, trade names, moral rights and other proprietary rights embodied therein or associated therewith) and all modifications, changes, enhancements or additions thereto (whether initiated by the Marketer or otherwise) (collectively, “Pipeline360 IP”), all of which are protected by copyright, trade secret, and other proprietary rights and laws, shall at all times remain the proprietary property of Pipeline360, or property of any third-party licensors, as applicable; and (ii) Marketer in no way receives any right or interest in any of the foregoing other than the limited license granted hereunder to use them in accordance herewith. To the extent that Marketer acquires any rights in the Pipeline360 IP, Marketer assigns such rights to Pipeline360 and waives any moral rights it may have to the Pipeline360 IP to and in favor of Pipeline360. The Pipeline360 name, logo, and the product names associated with the Platform are trademarks of Pipeline360 or third parties, and Marketer shall not remove or alter any Pipeline360 trademark or logo.
    3. Data Processing.
       
       1. To the extent necessary, Marketer and Pipeline360 hereby agree to abide by the terms of the Data Processing Addendum located at https://www.pipeline-360.com/dpa which are incorporated herein by reference.
       2. Pipeline360 may use sub-processors to perform portions of the services offered through the Platform. Marketer hereby authorizes Pipeline360 to use sub-processors to process personal data in accordance with this Agreement and any IO. Marketer may view the list of current sub-processors at the following link: https://www.pipeline-360.com/subprocessors . Pipeline360 will provide Marketer with notice of any intended changes concerning the addition or replacement of its sub-processors by providing Marketer with ten (10) days’ notice. If Marketer does not object, which Marketer may do in its sole discretion, Marketer is deemed to have consented to the new Sub-processors.
       3. Nothing herein shall prohibit Pipeline360 from using anonymous aggregate data for purposes of system performance, reporting and tuning, and for purposes of marketing, sales, business development and the benchmarking of the Platform as compared with other similar services.
11. TERM AND TERMINATION
    
    1. This Agreement shall be effective on either: (i) the latter signature date by the Parties below and shall remain in effect until it is terminated by either Party; or (ii) as long as a valid IO exists referencing these terms.
    2. This Agreement may be terminated by Pipeline360 at any time in Pipeline360’s sole and absolute discretion, with or without cause if fraud is suspected. The termination will become effective immediately upon Pipeline360’s transmission to Marketer in any form (telephone, facsimile, or electronic mail) of said termination. This Agreement may be terminated by either Party upon forty-eight hours’ notice in any form (telephone or electronic mail) to the other Party. However, any campaign built pursuant to an agreed upon IO will remain open and active until the terms of the IO have been fulfilled.
    3. Immediately upon receipt or transmission of any such termination notice by or to Pipeline360, Pipeline360 will stop managing Marketer’s account and will no longer have the authority to bind Marketer. This does not eliminate Marketer’s obligation to pay for Records generated: (i) within forty-eight (48) hours after notice of termination is received from Marketer; or (ii) after the termination of this Agreement pursuant to the agreed upon IO. Marketer agrees and acknowledges that Marketer is solely responsible to pay for all Records generated after the termination of this Agreement that were generated pursuant to an executed IO.
    4. Pipeline360 may terminate this Agreement should Marketer become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
12. NON-COMPETE AND NON-CIRCUMVENT
    Marketer agrees not to directly solicit business from Sources revealed to Marketer by Pipeline360 through the disclosure of Confidential Information, that Marketer would not have discovered without Pipeline360’s disclosure of Confidential Information.  Marketer further agrees not to use reverse engineering or tracing of Pipeline360 Client’s traffic for means to directly solicit Pipeline360 Clients away from Pipeline360 or the Lead Gen Marketplace.  This Section does not apply to any Pipeline360 Clients with whom: (i) Marketer had a pre-existing business relationship with (evidenced by dated written or electronic documentation); or (ii) Marketer contracts with outside the disclosure of Confidential Information.
13. INTEGRATION
    This Agreement and the IO(s) referenced herein and agreed to by the Parties are the totality of this Agreement between the Parties.
14. GENERAL PROVISIONS
    
    1. Force Majeure: Neither Party will be liable for or will be in breach of this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs (which shall include, without limitation, acts of God, fire, explosion, vandalism, internet outages not attributable to Pipeline360, any act or policy of any app store, storm or other natural occurrences, any conflicting order, direction, action or request of a government (including, without limitation, state or local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, acts of terrorism, wars, strikes, lockouts, work stoppages or other such labor difficulties), the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of such event.  Notwithstanding the foregoing, the Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event and shall resume as soon as practicable after the force majeure event has ended unless otherwise agreed to by the Parties.  No force majeure event alleviates Marketer’s payment obligations.
    2. Governing Law; Severability and Survivability: This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona, and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). Marketer agrees that any legal action or proceeding between Pipeline360 and Marketer shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Phoenix, Arizona. The Parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them.  Any cause of action or claim either Party may have with respect to this Agreement must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.  If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern; provided that nothing herein shall permit or require a party to act in contravention of any applicable law, rule, or regulation. Should any provision of this Agreement be deemed invalid, illegal, or unenforceable, it shall not affect the enforceability of any other provision of this Agreement. Rather, the invalid, illegal, or unenforceable provision shall be modified to the extent necessary so that it is valid, legal, and enforceable. A Party’s failure to enforce any provision of this Agreement shall neither be deemed a waiver of such provision nor of their right to enforce such provision.  Each Party’s rights under this Agreement shall survive any termination of this Agreement. No waiver of any term or condition is valid unless in writing and signed by authorized representatives of both Parties.
    3. Relationship of the Parties: Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the Parties. Except as stated herein or in an IO, neither Party shall have authority to contract for or bind the other in any manner whatsoever. Before either Party can issue any press release or statement regarding the Parties relationship, it must be approved by both Parties. Electronic mail (email) will be sufficient approval of any press release statements.
    4. Assignment: Neither Party may assign this Agreement without the written consent of the other Party which shall not be unreasonably withheld. However, Pipeline360 may assign this Agreement without Marketer’s consent to an Affiliate or successor to all or part of Pipeline360’s business or assets.
    5. Entire Agreement: This Agreement and the applicable IO constitutes the complete and exclusive statement of the Agreement between the Parties regarding the products and services defined herein.  It may only be modified by a writing signed by the Party to be charged. This Agreement supersedes, and neither Party will be bound by, any “shrink wrap license” or any “disclaimers” or “click to approve” terms or conditions (“Online Terms & Conditions” or “Terms and Policies”) or any website which they use in connection with this Agreement, notwithstanding the fact that they may have to affirmatively accept such terms as a condition to access online services.  Such Online Terms & Conditions are procedural only to establish the Parties in each other’s system such that the terms of each Party’s participation will be governed by this Agreement and payout information will be as specified in the applicable IO.  Should there be a discrepancy between the terms of this Agreement and an IO; the terms of the IO will prevail.
    6. ACKNOWLEDGMENT: THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO THE PARTY OR PARTIES RESPONSIBLE FOR THE PREPARATION OF THE SAME AND SHALL BE DEEMED AS PREPARED JOINTLY BY THE PARTIES HERETO. ANY AMBIGUITY OR UNCERTAINTY EXISTING HEREIN SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY HERETO.  THE LANGUAGE IN THIS AGREEMENT SHALL BE INTERPRETED AS TO ITS FAIR MEANING AND NOT STRICTLY FOR OR AGAINST ANY PARTY. EACH OF THE PARTIES STATES THAT IT HAS READ EACH OF THE PARAGRAPHS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO AVAIL ITSELF OF LEGAL COUNSEL OF ITS CHOICE DURING NEGOTIATIONS OF THIS AGREEMENT, AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT UNDER NO DURESS AND THAT IT UNDERSTANDS THE SAME AND UNDERSTANDS THE LEGAL OBLIGATIONS THEREBY CREATED.
15. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY
    Each Party agrees to conduct business electronically with the other. Marketer acknowledges and agrees that by signing an IO with Pipeline360, Marketer is confirming and acknowledging that Marketer has accepted this Agreement. Marketer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.