INSERTION ORDER

Terms and Conditions

1. These Terms and Conditions (this “Agreement”) will apply to all insertion orders (“IOs”) executed between the parties. If the terms of any IO or these Terms and Conditions conflict, these Terms and Conditions will apply unless the IO specifically identifies any of these Terms and Conditions and expressly states that such specifically identified provision is superseded by the IO.
2. Reporting will be available to Company via the account set up in the Ringba platform managed by the Company will be responsible for determining invoice amount using reporting from the Ringba platform. All reported numbers for the purposes of billing and general delivery purposes are based on reports pulled from the Ringba platform. Ringba reports will reflect all billable Leads, and Advertiser shall only be billed for those billable Leads. Leads generated hereunder shall be delivered and disclosed solely and exclusively to Advertiser and shall be deemed Advertiser’s “Confidential Information” (as that term is defined herein below).

3. Daily cap on Valid Leads, if any, can be adjusted by Advertiser upon e-mail or written
4. As used herein, the term “Person” includes a natural person, partnership, trust, trustee, corporation, limited liability company, governmental agency or body, or any other form of legal entity, and any organization, business, firm, association, or other group of, whether or not recognized as a legal entity, including networking, advertising, and marketing affiliates. As used in this Agreement, the term “Affiliates”, when used as a defined term with an initial capital letter, shall mean only those Persons that are direct subcontractors with Company or have a direct agency relationship with The term “affiliates” as used herein without a capital letter shall carry its normal English significance in the context used.

5. The term “Creative” shall mean all advertising and marketing content, including all works of authorship (within the meaning of section 102(a) of the Copyright Act) used Company shall utilize only such Creative as may be provided by Advertiser (“Advertiser Creative”) or Creative provided by Company (“Company Creative”) which has been approved in writing (including approval by e-mail) by Advertiser.
6. Either party may terminate this Agreement upon thirty (30) days written Advertiser may cancel any insertion order placed hereunder upon twenty-four hours written notice.

7. Company will be given API access or access to reporting listing in network dentists’ information. Company will not use the List for any reason other than to perform under the terms of the Insertion Order and Agreement. Company will not use the List to solicit the dentists for any services during the term of the Agreement and any time thereafter the termination of the Agreement. The List is considered Confidential Information of the Advertiser. In addition, Company represents and warrants that Company will not share, syndicate or sell the List with any third parties without Advertiser approval. Company acknowledges and agrees that during the course of this Insertion Order after the Insertion Order termination, Company shall not use, transfer, or exploit the List to directly or indirectly compete with Futuredontics, Inc and shall not use, transfer, or exploit the List to aid any other individual or organization to directly or indirectly compete with Futuredontics, Inc.

8. Company will comply with the Advertiser specific terms for organic search
   • Company will represent themselves on search engine results only as a Company/Publisher of Advertiser. Notwithstanding the foregoing, Company shall not use any search terms that include the words set forth in Attachment A hereto or any variations thereof on its websites unless approved by the Advertiser. Specifically, this policy prohibits Company from using any Company or third party trademarks or any keyword string or variation of Advertiser or third party trademarks on Company website including but not limited to content, meta tags, in hidden text or source code, in their domain name or any other part of its URL.
   • Company agrees to the following requirements:
     • Company may not use Advertiser branded or prohibited keywords, including but not limited to words listed on Attachment A. This restriction extends to misspellings or variations of such words and to phrases that include such words etc.
     • Company agrees not to use misspelling of any Advertiser trademarks or use Advertiser competitors’ trademarks to optimize for the search engines. Company may not use terms implying the Company represents Advertiser, such as “official site,” on its
     • Company may not use Advertiser trademarks, trade names or service marks and the list of Prohibited keywords (Attachment A) on its websites, URLs, meta tags, in hidden text or source code, in their domain name or any other part of its URL.
     • Company may not use Advertiser branded or prohibited keywords, trade names or service marks including but not limited to words listed on Attachment A on its websites, URLs, meta tags, in hidden text or source code, in their domain name or any other part of its URL or anywhere related to Advertiser campaign. This restriction extends to misspellings or variations of such words and to phrases that include such words etc.
     • If a Company websites rank in the search results for any Advertiser branded keywords, Company will take appropriate action to remove their pages from the search engines upon the request of Advertiser and shall waive and forfeit any earnings derived
     • Company will exclude the list of prohibited keywords in Attachment A (including misspellings or variations of such words and to phrases that include such words etc) from its websites or search engine optimization practices including but not limited to content, URLs, inbound links, internal links, outbound links The prohibited keyword list may be updated by the advertiser at any time. Company is required to make the changes to its campaigns for these updates within 72 hours.
     • Company domain names can not contain any variation of the words Advertiser trademark terms at any time, nor can the Company websites resemble the Advertiser website. Company will not frame its site so that it is confusingly similar to Advertiser

9. The parties shall keep the terms of the Insertion Order executed in conjunction with these Terms and Conditions, as well as these Terms and Conditions confidential. The parties may also disclose to one another either orally or in writing, confidential or proprietary or trade secret information which is deemed to include, but not limited to: financial information, web analytics, web statistics, search engine optimization analysis, media buying operations, designs, plans, drawings, logos, proprietary software, data, prototypes, business concepts, membership lists, e-mail lists, unsubscribe lists, lead information and value, sales and marketing plans and business plans, or other business and/or technical information, as well as notes, compilations, studies, memoranda or other documents related to the parties or its subsidiaries, affiliates or related companies (collectively, together with the terms of this Agreement, all Insertion Orders, and all other information designated herein as Confidential Information, the “Confidential Information”). Confidential Information shall not include information that (a) is or becomes generally available to the public, (b) was available to receiving party prior to disclosure by the disclosing party, (c) is subsequently, independently, developed by the receiving party without a connection to the information disclosed pursuant to this Agreement, or (d) becomes available to the receiving party on a non-confidential basis from a person who is not otherwise bound by a confidentiality agreement with the disclosing party.

10. The receiving party acknowledges that the Confidential Information is confidential and that the Confidential Information is the sole and exclusive property of the disclosing party. The receiving party agrees to hold the Confidential Information in strict confidence and shall not disclose or transfer, directly or indirectly, any Confidential Information to anyone other than its employees and Affiliates who have a need to know in connection with this Agreement, who have been advised of the confidential nature of such information and the confidentiality obligations hereunder, and who have executed written confidentiality agreements with Company. Receiving party further acknowledges and agrees that, during the course of this Agreement and any Agreements the parties enter into, the receiving party and its employees and Affiliates shall not use, transfer, or exploit the Confidential Information for any purpose other than as contemplated under this Agreement and, without limiting the foregoing, shall not use, transfer, or exploit the Confidential Information to directly or indirectly compete with the disclosing party or to aid any other Person to directly or indirectly compete with the disclosing party. The confidentiality obligations of each party and its employees and Affiliates under this Agreement shall survive the expiration or termination of this Agreement. Confidential Information which is required to be disclosed under legal process may be so disclosed only to the extent required, provided the disclosing party is given prior notice as promptly as practicable, and the party compelled to make the disclosure takes steps to protect the Confidential Information which are reasonable in the context of the proceeding. Upon termination of this Agreement or upon written request by the disclosing party, the receiving party shall promptly return all Confidential Information in whatever form to the disclosing party, or destroy Confidential Information that it cannot return, and certify in writing that it has complied with this provision.
11. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party, its employees, directors, officers, representatives, agents, affiliates successors and assigns (collectively, the “Indemnified Party”), harmless from and against any and all claims, demands, actions, damages, losses, deficiencies, liabilities, assessments, levies, fines, liabilities, costs, and expenses (including attorneys’ fees and related expenses) resulting from, relating to, or arising out of the breach by the Indemnifying Party of any of its representations, warranties, or obligations under this Agreement, or any third party claim which, if true, would constitute such a breach. The Indemnified Party will promptly notify the Indemnifying Party, in writing, of any claim; will permit the Indemnifying Party to control the defense and settlement (subject to the last sentence of this paragraph) of the claim; and will cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of any claims. Any unreasonable delay in notification will relieve the Indemnifying Party of its indemnity obligations hereunder to the extent, and only to the extent, the Indemnifying Party has been prejudiced by any such unreasonable delay. Indemnifying party shall not settle, compromise or consent to the entry of any judgment that could impose any liability or obligation upon the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party will have the right, at its own expense, to participate in and assume exclusive control of its defense and settlement of a claim, represented by counsel of its own choice.

12. The IO and Terms and Conditions shall be governed and construed according to the laws of California. This Agreement is entered into in Los Angeles County, Each party, and each person or entity who claims to have a right to enforce any of the terms of this Agreement, acknowledges and consents to the personal jurisdiction of the State and Federal courts in the State of California with respect to any dispute or other matter arising under or with respect to this Agreement. The State of California shall be the sole and exclusive forum for all disputes of any nature arising out of or in connection with any provision of this Agreement, including those disputes based on contract, tort, statute or otherwise. All such actions must be filed only in Los Angeles County, California, which shall be the sole and exclusive venue for all such matters.

13. No joint venture, partnership, agency, employment relationship or other joint enterprise is contemplated by this In making and performing this Agreement, the parties shall act at all times as independent contractors, and at no time shall either party make any commitments or incur any obligations, charges, or expenses for or in the name of the other party.

14. Advertiser warrants and represents that it possesses all requisite rights, power and authority to execute this Agreement and any IO hereunder, and to perform its obligations hereunder and thereunder. Advertiser represents, warrants, and agrees that no Advertiser Creative shall infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party or be materially false, misleading, or deceptive.
15. Company warrants and represents that it possesses all requisite rights, power and authority to execute this Agreement and any IO hereunder, and to perform its obligations hereunder and thereunder. Company represents, warrants, and agrees that neither it nor its Affiliates will:

• • (i) violate any law (including, without limitation, the Federal Trade Commission Act, CAN- SPAM Act of 2003, and/or any applicable rules or regulations of the Federal Trade Commission) in the performance of its activities and obligations hereunder; (ii) engage in activities that give rise to criminal or civil liability; (iii) infringe (and none of Company Creative shall infringe) any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party; (iv) generate or transmit any materials, including electronic communications, which contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, offensive, cracking, hacking or warez content or conduct; (v) pretend to be Advertiser in any way; (vi) engage in incentivized traffic or activities that are confusing and/or deceptive, which include using coupons or discount sites, using coupon or discount language, and/or using sweepstakes or other incentives or give-away programs for generating traffic and/or leads; (vii) engage in any advertising that is false, misleading, or deceptive (including, without limitation, by misleading consumers about free dentistry services, free dental plans or the like); (viii) advertise or promote State Aid or HMO plans in relation to Advertiser’s services; (ix) post Advertiser’s Creative on any adult or gambling sites; (x) compete with Advertiser on brand terms in paid or organic search, including, but not limited to, via mobile devices, unless specifically approved by Advertiser in writing (including, but is not limited to brand terms such as 1800DENTIST, 800DENTIST, or any variation of the 1-800-DENTIST® brand); (xi) send any SMS and/or MMS or other text messages to generate traffic; (xii) generate pop-ups or pop-unders in connection with any Advertiser’s Creative; (xiii) engage in activities designed to siphon natural brand response, such as cookie stuffing, or insert-tracking by which a partner, Affiliates or representative of Company gets paid; (xiv) engage in activities that can be considered domain cloaking or stealth redirection to any domains associated with the 1-800-DENTIST® brand; (xv) frame the www.1800dentist.com site or any applicable pages, unless approved by Advertiser in writing;
  • (xvi) send unsolicited commercial e-mail or “spam” to generate traffic and/or leads; or (xvii) load any computer program onto any Person’s computer, in connection with the Advertiser’s Creative, including without limitation, toolbars and programs commonly referred to as adware or spyware but excluding cookies, without Advertiser’s prior written approval and the Person’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded; or (xviii) utilize any of the following terminology: “free” (except only to state, “Free Matching Service”), “Cheap”, “Budget”, “Affordable/Charge Less”, any similar words or concepts, or any mention of pricing, and any language that can be construed as trivializing or derogatory towards the dental profession (i.e. “Your dentist is ripping you off!”).

16. In order to ensure CAN-SPAM Act compliance, Company shall (a) review all Creative, including all Advertiser Creative, to ensure that such Creative does not in any way violate the CAN-SPAM Act; (b) utilize no false, unregistered, cloaked, private, or proxy domains for the transmittal of e-mail; (c) utilize only “from” lines and subject lines that have been approved in writing by Advertiser; (d) include in all seed lists an e-mail address to Advertiser (including any revised or updated e-mail addresses which Advertiser may specify from time to time); (e) provide samples to Advertiser of the exact and complete content of all e-mail messages, including subject and from lines, at or before the time such messages are transmitted; and (f) contractually require all of its Affiliates to abide by the foregoing and monitor such Affiliates for compliance.
17. The parties shall not assign or otherwise transfer any IO between the parties without the written consent of the other party, which consent shall not be unreasonably However, either party may assign the IO or any of its rights and obligations under any IO in connection with any merger, consolidation, sale of all or substantially all of its assets, or any similar transaction.
18. Any amendments to any IO or these Terms and Conditions must be in writing and signed by the parties, in form and substance reasonably acceptable to the Parties. This Agreement together with any IOs executed in conjunction with these Terms and Conditions shall constitute the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations or agreements, express or implied, among the parties except as set forth herein. This Agreement may be executed in counterparts, and each executed counterpart shall be deemed to be a duplicate original of this Agreement. This Agreement may be delivered by facsimile or other electronic communication. Facsimile or electronic images of signatures shall be treated as original signatures for all applicable purposes. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their permitted successors and assigns, and only in accordance with the express terms of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their permitted successors and assigns, and only in accordance with the express terms of this Agreement. If any provision of this Agreement is declared invalid, in whole or in part, by a court of competent jurisdiction, such provision may be modified or limited in its effect to the extent necessary to cause it to be enforceable. If any provision cannot be so modified or limited, then such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

20. The parties to this Agreement shall promptly take such further acts and execute such other documents as shall be necessary to carry out the spirit and letter of this Agreement.
21. If any party breaches any obligation under this Agreement, or any dispute arises out of or with respect to this Agreement, the non-breaching party shall be entitled to its reasonable expenses, attorneys’ fees, experts’ fees, and costs, incurred as a result of any such breach, dispute, or litigation.