Terms and Conditions

TERMS AND CONDITIONS

Spreaddr Media LLC and Spreadder.com

These terms and conditions (herein after) shall be applicable to all Order Forms entered into by and between Spreaddr Media, LLC. d/b/a Spreadder.com (“Provider”) and the Customer set forth on the Order Form (“Customer”). Provider and Customer are each referred to as a (“Party”) and collectively as the (“Parties”). The Order Form shall be subject to the Terms which are incorporated therein by reference. The Order Form and these Terms together shall be collectively referred to as the Agreement. In consideration of the mutual covenants set forth herein, the sufficiency of which is hereby acknowledged by each Party, Provider and Customer hereby agree as follows:

Services: Subject to all terms and conditions set forth herein, Provider shall provide the marketing services, campaigns, promotion and programs (collectively, the “Services”) set forth in the Order Form expressly made subject to the Terms and executed by both Parties hereto. In the event of any conflict between these Terms and the terms of the Order Form, the terms of the Order Form shall control. Descriptions of the available Services and corresponding additional terms (“Additional Terms”) are provided in the Exhibits attached hereto, which are incorporated herein by reference. The Exhibits may be updated from time-to-time as additional services are introduced along with any corresponding additional terms for such service, which shall be effective upon execution of a new order form for the respective service. Customer acknowledges and agrees that Customer shall only receive the Services set forth in the applicable Order Form and purchased by Customer. Customer agrees and acknowledges that the Services may be provided to Customer via Provider’s third party vendors and/or partners. Customer acknowledges and agrees that the Services may be dependent on timely receipt by Provider of certain information, content and materials from Customer. Provider will determine the method, details, and means of performing the Services.

Authorization: Customer hereby authorizes Provider to act on behalf of Customer in connection with provision of the Services to Customer under the Agreement. Such authority, includes, but is not limited to, ordering the Services from third parties, establishing email accounts, setting up services as set forth in the Order form, establishing memberships in affiliate networks, connective marketing networks or any money making venture that is a part of the Providers service to the Customer. For the avoidance of doubt, Customer grants Provider all rights necessary for Provider to facilitate the provision of the Services to Customer hereunder. Customer shall direct communications regarding the Services only to Provider. Customer agrees to comply with all reasonable requests of Provider necessary for the performance of the Services.

Provider: Customer acknowledges that Provider cannot accept any responsibility or liability for the performance, policies or actions of third party digital marketing networks including, but not limited to, search engines, display networks, social networks or directories. Customer acknowledges that third party digital marketing networks may drop listings, suspend accounts, impose additional requirements or terms and conditions, or undertake other actions, which may impact the Services, at their discretion. Customer agrees that Provider shall not be responsible or liable for any of the foregoing.

Placements: Customer acknowledges that Provider cannot guarantee specific delivery or positioning of any creative/advertising placements in connection with the Services, nor can i guarantee any sales or results as a result of Providers efforts or promotions.

Access: Provider may setup a new email addresses, social accounts or other resources deemed necessary by Provider to fulfill its obligations under this Agreement.

Fees: Provider will charge the account management fee(s) set forth on their website(s) and/or Order Form(s) to perform the Services selected. Account management fees are on a monthly basis and invoiced in arrears. Account management fees shall be due on the same day of each month upon which the Customer signed up for services. In addition to account management fees, Provider may charge Customer a one-time setup fee to initiate the Services selected on the Order Form, which fees shall be invoiced on the Effective Date. All account management fees and signup fees are nonrefundable.

Payment Terms: All payments are due upon receipt from the date of invoice. In the event Customer fails to make any payments in a timely manner, the Provider has the right, but is not obligated to, terminate the Agreement with written notice. Such remedy is in addition to any other remedies which may be available to Provider under the Agreement or under applicable law. Late payments will be charged a late fee equal to the lesser of 1.5% or the maximum interest rate allowable by law multiplied by past due amount. In addition to the late payment penalty set forth above, in the event Customer fails to make any of the payments in accordance with the Agreement, Provider may suspend the Services until payment is paid in full. If Customer has not paid the amount due with in 90 days of the invoice, all paid services and digital properties will become the property of Spreadder.com and Spreaddr Media, LLC. until the remaining balance has been paid. At which time, any and all revenue generated by these accounts will be transferred to Speadder.com and Spreaddr Media, LLC as payement for monthly services as outlined by their monthly invoices until a 30 day cancellation of services has been received has expired. At hich time, the monthly revenue generated from the Custmers accounts will be transferred back to the ownership of the Customer with in 30 days of the receipt of the cancellation request.

Term of Agreement: The Agreement shall remain in effect for a period of 6 onth. Unless terminated as provided for in Section 12, the Agreement will automatically renew for an additional term of equal length to the Term.

Termination: Either party may terminate this Agreement by providing the other party with written notice at least thirty (30) days prior to the end of the Term. The Agreement may be terminated by a Party if the other Party materially breaches the Agreement and does not cure such breach within thirty (30) days following written notice thereof from the non-breaching Party. In the event of a breach of the Agreement by Customer, Services and revenue generated by the created accounts may be suspended by Provider until the breach of the Agreement is cured. The Agreement or a particular Service may be terminated by Provider upon: (i) termination or expiration of the relationship between Provider and the vendor/partner that enables the Services; or (ii) thirty (30) days advance written notice. Upon termination of this Agreement, Provider may remove any tracking codes and the like installed by Provider in connection with the

Services. The provisions of the Agreement, which expressly or by implication are intended to survive termination or expiration, will survive and continue to bind the Parties.

Usage and Ownership: The rights and licenses granted hereunder to Customer are non-transferrable. Customer will not, and will not permit any third party to, use or disclose the Services, unless expressly permitted under this Agreement. Without limitation of the foregoing, Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to discern the propietray Services provided by Provider. Provider, its partners and/or vendors exclusively retain all right, title and interest in and to the Services, in all forms, and all copies, modifications, edits, improvements, additions, and derivative works prepared from or relating to the same, including all worldwide rights to patents, copyrights, trademarks, trade secrets or other intellectual property rights in or relating to the same. The Services shall constitute (“work for hire”). Customer is not acquiring any copyright, title or interest of any nature whatsoever in any Services or videos except the right to use the Services as contemplated in this Agreement. Provider will have the exclusive rights in making any derivative works from the Services or its related work.

Customer owns, or is authorized to use, any keywords, combination of keywords, Customer advertising materials, artwork, links, domain names (URLs), websites, data and content provided by Customer to Provider, including Customer’s trademarks, service marks, names and logos and the content of any creative material created by Provider that Customer approves (collectively, “Content”). Customer hereby grants to Provider and its Affiliates a perpetual, non-exclusive, royalty-free, irrevocable right and license (i) to use, copy, perform, display, distribute and modify the Content in any manner or medium, now known or hereafter developed, for Provider to perform the Services, and (ii) to prepare statistical analyses which Provider and its Affiliates may use to improve their services and may combine with other similar data from other customers and disseminate and otherwise use in aggregate form.

Use of Material for Services and Promotional Purposes: Customer grants Provider the right to (i) use any Content provided by Customer in connection with the Services and/or (ii) cross-link (i.e. by placing a tag on Customer’s website) any such Content with other advertising developed by Provider. Customer grants Provider the right to list, reference or otherwise identify Customer as a client of Provider in Provider’s advertising and marketing. In connection with the provision of certain Services, Customer agrees and acknowledges that Provider identification may be annotated, and remain within the code or on Customer’s web site, identifying Provider as the author and/or service provider. Customer also agrees to put Provider’s copyright notices on any reports generated in connection with the Services and the relevant content therein.

Confidentiality: (“Confidential Information”) means any confidential and/or proprietary information provided by Provider to Customer under this Agreement, including without limitation, any information relating to Provider’s products, Services, costs, prices, vendors, partners, finances, marketing plans, business opportunities, personnel, research, development or know-how; that is (i) clearly designated by Provider as confidential in writing on the materials at the time of disclosure, (ii) if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and designated as confidential in writing within thirty (30) days after oral disclosure, or (iii) given the nature of the information and the circumstances of disclosure, a reasonable person would deem to be confidential. Confidential Information includes, but is not limited to, the Services and all associated intellectual property and know-how. Customer will not use any portion of the Confidential Information provided by Provider hereunder for any purpose other than the purposes contemplated by the Agreement. Customer shall protect all Confidential Information received from Provider with the same degree of care with which it protects its own Confidential Information, which in no event shall be less than reasonable care. Customer shall promptly notify Provider of any actual or suspected misuse or unauthorized disclosure of the Provider’s Confidential Information. Customer shall not disclose Provider’s Confidential Information to any person except as authorized in writing by Provider. Upon termination of this Agreement and/or upon request by Provider, Customer shall promptly return to Provider all of Provider’s Confidential Information in its possession (including all copies and extracts thereof). In connection with a breach of the confidentiality provisions herein, Provider shall be entitled to seek injunctive relief, in any court having proper jurisdiction, in addition to any other remedy that the Provider may have.

Customer Representations and Warranties: Customer represents and warrants that: (a) the Content thye prodive will not infringe upon or violate any intellectual property or other rights of any third party, and that Customer has all necessary licenses and clearances to use, and to allow Provider to use, the Content; (b) Customer has all rights, title, interest, consents, authorizations, permits, licenses, registrations, notices and rights to perform its obligation under this Agreement, including, but not limited to, provision of the Content hereunder in connection with the Services and provision of the Services to its customers and website users; (c) Customer shall comply with all applicable laws, rules, regulations (including, but not limited to, laws regarding the collection, use, and disclosure of information from visitors to Customer’s websites) and industry best practices in connection with its use of the Services; (d) Customer’s website’s privacy policy and terms of use shall comply with all applicable laws, rules and regulations and industry best practices regarding the Services; (e) Customer shall comply with all applicable privacy policies (including Customer’s privacy policy), privacy settings, and any other policies, terms of use, terms of service and guidelines (including, but not limited to, those of search engines, display networks, social networks or directories such as Facebook and Twitter, as applicable) in connection with use of the Services under this Agreement; and (f) Customer has the full power and authority to enter into this Agreement, and the execution and performance by Customer of this Agreement does not and will not breach or cause a default under any other agreement, contract or joint venture agreement to which it is a party.

Limited Warranty: If the Services are not provided by Provider in accordance with the description of Services herein, Provider shall re-perform the Services without unreasonable delay, at Provider’s sole expense and without charge to Customer, to bring the Services into conformance with the description of Services herein. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Provider does not warrant that the Services will work on all platforms or in every circumstance to achieve the Customer's desire outcomes. Customer acknowledges and agrees that Provider will not be responsible for the results, productivity or any other measurable metric of the Services. EXCEPT AS EXPRESSLY PROVIDED HEREIN IN THIS SECTION, PROVIDER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, DESIGN, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE.

Indemnification: Customer will defend, indemnify and hold harmless Provider, its vendors, partners, parents, subsidiaries, affiliates and their officers, directors, employees and agents and their successors and assigns (collectively, (“Indemnitees”) against any and all claims, demands, losses, costs or liability (including without limitation reimbursement for reasonable attorneys’ fees and disbursements) which Indemnitees, may incur as a result of, arising from or relating to: (a) any breach of the Agreement by Customer or any of its officers, directors, employees and agents; (b) use of the Services and/or Content; (c) infringement by the Content of a patent, copyright, trademark right or other intellectual property right of a third party or misappropriation of any third party trade secret; (d) any violation of any law by Customer in connection with the transactions contemplated by the Agreement; (e) Customer’s products/services, including, but not limited to, defective products sold via the Services; (f) problems/disruptions with the Services caused by third-party services that Customer may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to or impact Customer’s use of the Services; (g) use of digital tracking measures in connection with any applicable Services, including but not limited to, conversion tracking, call tracking, reverse proxies and analytic applications, (h) the web pages linked to from Customer website or advertisements and the content therein; (i) the products or services promoted or offered in, or the web pages linked to, from Customer website or advertisements; and (j) the collection and use by Customer of personally identifiable information collected from users of Customer website or advertisements.

Limitations of Liability: IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, LOST OR DESTROYED DATA, LOST REVENUES, LOST OPPORTUNITY COSTS, DIMINISHED BRAND OR ANY OTHER ECONOMIC LOSS, OF ANY TYPE OR NATURE, OR FOR EVENTS OR CIRCUMSTANCES BEYOND PROVIDER’S CONTROL, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER OCCASIONAL SHORT TERM INTERRUPTIONS OF SERVICE NOR INTERRUPTIONS OF SERVICE RESULTING FROM EVENTS OR CIRCUMSTANCES BEYOND PROVIDER’S REASONABLE CONTROL SHALL BE CAUSE FOR ANY LIABILITY OR CLAIM AGAINST PROVIDER HEREUNDER, NOR SHALL ANY SUCH OCCASION RENDER PROVIDER IN DEFAULT UNDER THIS AGREEMENT. PROVIDER’S CUMULATIVE, AGGREGATE LIABILITY IN CONNECTION WITH OR ARISING IN ANY WAY OR IN ANY DEGREE FROM THIS AGREEMENT, OR OTHERWISE FROM THE ACTS OR OMISSIONS OF PROVIDER UNDER ANY AND ALL LEGAL THEORIES WILL NOT EXCEED THE LESSER OF (I) $50,000 OR (II) THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER IN THE 12 MONTHS BEFORE SUCH CLAIM AROSE. CUSTOMER HEREBY ACKNOWLEDGES THAT THE REMEDIES SET FORTH ABOVE ARE REASONABLE AND WILL NOT FAIL OF THEIR ESSENTIAL PURPOSE.

Force Majeure: No failure, delay, or default in performance of any obligation under this Agreement (other than payment obligations) will constitute a breach of this Agreement if it is caused by strike, fire, shortage of materials, act of a public authority, civil disorder, riot, work stoppage, labor strife, cessation of third party supplies or services, vandalism, war, severe weather, natural disaster or other act of God; terrorism; or other cause that is beyond the reasonable control of the Party otherwise chargeable, for so long as such cause continues and for a reasonable period of time thereafter. All notices, authorizations and consents with respect to this Agreement shall be deemed given (i) on the day personally delivered, (ii) on the third (3rd) business day after deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, and (iii) on the business day after sent by nationally recognized overnight courier, charges prepaid, return receipt requested. All notices, authorizations and consents to be sent to (a) Licensor shall be sent to 3019 SE 18th Ave, Cape Coral, Florida, 33904 and to the attention of President, and (b) Licensee shall be sent to the principal place of business set forth on the applicable Order Form to the attention of the person set forth thereon.

Miscellaneous: Section titles are for convenience only and will not affect the meaning of this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to or application of any conflict of law rules or principles. The Parties agree to the exclusive jurisdiction of federal and state courts located in Volusia County, Florida and waive all claims that such jurisdiction is inconvenient, lacks jurisdiction or other claims which seek to change the agreed upon venue. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs. This Agreement constitutes the entire agreement between the Parties relating to the subject matter herein and supersedes all prior oral or written agreements, understandings, and representations relating thereto. No change, modification or amendment to this Agreement will be effective or binding unless signed by Customer and a duly authorized officer of Provider. Provider shall be retained as an independent contractor. Nothing contained in this Agreement will be construed to create a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of independent Parties. In no event will either Party be liable for the debts or obligations of the other Party. This Agreement shall be binding upon and inure to the benefit of Customer and Provider and their respective successors and assigns. Provider may assign this Agreement. Customer may not assign this Agreement. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party. If any term of this Agreement is held invalid, illegal or unenforceable for any reason, the remainder of the provision shall continue in full force and effect, and it is the intent of the parties that a valid, legal and enforceable provision with the same intent and economic effect be substituted. Except as may be required by law or contemplated herein, neither Party shall disclose, publicize or advertise in any manner the discussions and/or negotiations giving rise to the Agreement or the existence or terms of the Agreement without the prior written consent of the other Party as to the timing, medium and content of such disclosure. The Order Form may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.