Insertion Order Agreement Policies

TERMS & CONDITIONS

THIS ORDER FORM COVERS THE PRODUCTS AND SERVICES DESCRIBED HEREIN AND IS GOVERNED BY Clixli.COM'S STANDARD "CORPORATE EDITION TERMS AND CONDITIONS"

TERMS AND CONDITIONS TO INSERTION ORDER

These Terms and Conditions supplement the Insertion Order, between Clixli (Clixli or Company) and Glengarry Marketing (Client), and sets forth additional rights and obligations of each party with respect to the advertising campaign described earlier in this document. To the extent that these Terms & Conditions conflict with the Insertion Order, this document shall govern.

1. PAYMENT: Client agrees to pay Clixli an agreed fee for all of Client's email campaigns placed by Client and managed by Company in accordance with the terms of the Insertion Order. Unless otherwise stated, Client shall remit payment as invoiced to Clixli. Client agrees that it shall be solely responsible for payments to Clixli.

2. CLIENT REPRESENTATIONS: Client represents and warrants that it holds required intellectual property rights and/or licenses to its content sufficient to permit the use of same in advertising materials/emails placed by Company on Client's behalf. Client warrants that the materials so provided to Company do not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights; do not violate any law, statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or deceptive advertising; and are not defamatory or trade libelous in any way. Client acknowledges and agrees that Company may reject, remove, and discontinue campaigns, ads, messaging in its sole discretion.

3. ASSIGNMENT: Neither party will assign this insertion order without the other party's prior written consent. Subject to the foregoing, the terms of this Insertion Order will be fully binding upon, inure to the benefit of and be enforceable by the parties' respective successors, heirs, executors, and administrators.

4. CREATIVE CONTROL: Client will be solely responsible for controlling the advertisements, email offers, sales pages, landing pages and other materials related to the campaign (except as otherwise agreed between the parties.). Content created or modified by Company shall be approved in advance of use by Client and Client shall be responsible for the accuracy of the content and representations in such advertisements. Title to and ownership of all intellectual property rights of the creative materials created by Client shall be owned by Client. Title to and ownership of all intellectual property rights of the creative materials created or modified by Company shall be owned by Company.

6. DISCLAIMER OF WARRANTIES: Both parties provide all services performed hereunder "AS IS" and hereby expressly disclaim all warranties, expressed or implied, regarding their services or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, both parties specifically disclaim any warranty regarding: (1) the number of individuals who will see the content; and (2) any benefits that the other party might obtain from the campaign. Neither party guarantees continuous or uninterrupted service to the campaign. All numbers and amounts relating to conversions or leads contained in this insertion order are estimates only, and are not at all guaranteed by either party.

8. LIMITATIONS ON LIABILITY: Except as provided above, in no event shall either party be liable for any special, direct, indirect, incidental, actual, punitive or consequential damages, or for interrupted communications, lost data or lost profits, arising out of, or in connection with, this Insertion Order. Under no circumstances shall either party be liable to the other party or any third parties for an amount greater than the amounts received from Clixli pursuant to this insertion order. Provided, however, that such limitation shall not apply in the event of a violation of law, the publication of unauthorized creative or a failure to abide by Clixli's standards by Client. Further, Client agrees that under no circumstances shall it seek or pursue a "chargeback" from its bank for payments made via credit card.

9. INDEMNITY: Clixli agrees to indemnify, defend, and hold harmless Client, its parents, successors, subsidiaries, and affiliates, and their respective directors, officers, agents and employees for any claims, liabilities, costs and expenses (including reasonable attorney's fees) made against Client by a third party or parties or a government agency as a result of:(i) any breach of the terms of this Agreement, including but not limited to the foregoing representations and warranties; (ii) any claim arising from the sale or license of Clixli's goods or services; (iii) any violation of an applicable law, rule, or regulation by Clixli; or (iv) any other act, omission or misrepresentation by Clixli. Client agrees to indemnify, defend, and hold harmless Clixli, its parents, successors, and subsidiaries, and their respective directors, officers, employees (the "Clixli Indemnified Parties") for any claims, liabilities, costs and expenses (including reasonable attorney's fees) made against the Clixli by a third party or parties as a result of: (i) any breach of the terms of this Agreement, including but not limited to the foregoing representations and warranties; (ii) any claim arising from the sale or license of Client 's goods or services; (iii) any violation of an applicable law, rule, or regulation by Client; or (iv) any other act, omission or misrepresentation by Client. The indemnifying party may participate in the defense of the indemnified party at its own expense.

10. CONFIDENTIAL INFORMATION: Neither Clixli nor Client shall disclose or use the other party's confidential information for any purpose other than the purposes contemplated by this agreement, unless such disclosure or use is allowed by written permission of the other party. However, either party may disclose the other party's confidential information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure. Clixli's confidential information shall remain the property of Clixli, and Client's confidential information shall remain the property of Client. The parties shall not disclose any of the terms and conditions of this document to any third party without the express prior written consent of the other party.

11. All parties represent and warrant that they are fully compliant with applicable privacy laws, and all federal and state regulations. All parties shall also provide notice for, and fully disclose, their respective privacy policies and practices to visitors to their website(s). CLIENT agrees to coordinate with Clixli with regards to scrubbing campaigns against each others suppression lists so that emails from subscribers who have issued an unsubscribe request can be deleted form the campaign. In this regards, all campaign emails shall include appropriate unsubscribe links on emails that may be directed to the List such email addresses shall be removed from the appropriate list in accordance with applicable law

12. TERMINATION: Clixli may terminate this insertion order upon providing twenty four (24) hours written notice to Client. Client may terminate this insertion order upon providing twenty four (24) hours written notice. In either case, Client shall remain liable for all costs incurred prior to termination. Provided, however, in the event of a violation of any applicable law or Clixli's terms and conditions and/or standards, Clixli may terminate this insertion order upon written notice effective immediately.

13. MISCELLANEOUS: This insertion order shall be governed by, interpreted and construed in accordance with the laws of the State of Delaware. The parties are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby. This Insertion Order sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter and may be changed only by a subsequent writing signed by both parties. Unless otherwise stated, this insertion order is non-exclusive to either party and either party shall have the right to enter into similar agreements with other third parties.