1. DISPLAY OF ADVERTISING MATERIAL

Pinkerton Digital (hereforth referred to as PD) partners may redesign their site at any time. If any redesign materially and adversely affects the placement of one or more advertisements, or if PD is otherwise unable to display such advertisements, PD will work with advertiser to display the affected advertisements elsewhere in comparable areas of the site.

The advertising inventory under any of PD’s Insertion Orders is for use solely by the Advertiser and may not be used by any third party.

Any guarantees are to impressions (as measured by DFP in accordance with its standard methodologies and protocols), not “click throughs”. PD will provide Advertiser with standard usage information related to the advertisements. Advertiser may not disclose such information to any third party without PD’ss express prior written consent.

Pinkerton Digital may discontinue the display of advertisements if the total number of impressions for any specified display period is reached prior to the scheduled display stop date. If there is a shortfall in delivery of impressions as of the end of a specified display period, PD will provide, as Advertiser’s sole remedy, “make good” impressions through comparable placements, to be delivered no later than ninety (90) days following the end of the term.

Advertisers must provide all necessary artwork and active URLs to PD in the time frame specified within the Insertion Order.

PD will be entitled to reject or discontinue advertisements at any time. In such event, Advertiser will be responsible for only a pro-rated portion of payments due hereunder, based on impressions delivered.

Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through the advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.

2. LEGAL TERMS & CONDITIONS

License and Warranties.
Advertiser hereby grants Pinkerton Digital the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements together with any content or materials on any interactive site linked to the advertisements through the Pinkerton Digital portfolio. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser’s website, and that the advertisements and the Advertiser’s website do not and will not violate any applicable laws or regulations or any third-party rights (including, without limitation, intellectual property rights), or contain any libelous or defamatory materials. Advertiser certifies that the advertisements and the Advertiser’s website will at all times comply with all standard, written policies applicable to Pinkerton Digital, including the privacy policies and advertising specifications.

Pinkerton Digital Trademarks.
Advertiser shall not use, display or modify Pinkerton Digital or Shadowproof.com’s trademarks in any manner without the prior written consent of Pinkerton Digital.

Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, (B) PD does not make and specifically disclaims any representations or warranties, express or implied, and under no circumstances will PD’s aggregate liability hereunder or in connection herewith (including, without limitation, in respect of the indemnity below) exceed the advertising fees actually paid by Advertiser to PD hereunder, and (C) each party (“indemnifying party”) hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party 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 arising out of any material breach by indemnifying party of any duty, representation or warranty under these Terms and Condition.

Related Limitations and Covenants.
Neither PD nor its affiliates shall have any liability whatsoever by reason of error for which they may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for so much of the space occupied by the advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error.

Pinkerton Digital does not guarantee any given level of circulation, distribution, reach or readership for any advertisement.

The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising therefrom made against Pinkerton Digital or its affiliates, including all costs associated with defending any such claim.

All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked “advertisement”.

PD shall not be liable to the Advertiser for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or any web sites.

In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys’ fees and court costs incurred to effect collection.

3. SOLICITATION; PRIVACY POLICY; USER INFORMATION

Advertiser shall ensure that its collection, use and disclosure of information obtained from PD users or Shadowproof.com users under this Insertion Order complies with all applicable laws, regulations and privacy policies.

Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with PD. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.

4. CONFIDENTIALITY

Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party.

5. TERMINATION

Either party may terminate an Insertion Order in the event of a material breach of said Insertion Order by the other party, which remains uncured after ten (10) days written notice thereof. In addition, PD may terminate an Insertion Order upon a material breach by Advertiser of any other agreement between the parties which is not cured within ten (10) days. If PD terminates an Insertion Order due to Advertiser’s material breach of any requirement of this Insertion Order or of any other written agreement with PD, all of Advertiser’s payment obligations hereunder shall survive such termination. If Advertiser terminates an

Insertion Order due to PD material breach of said Insertion Order, Advertiser will be responsible only for the amount of impressions served.

PD may terminate an Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated PD in the event that PD believes in good faith that further display of the advertisements will expose PD to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the impressions served.

6. MISCELLANEOUS

Insertion Orders set forth the entire agreement between Advertiser and PD with respect to the privacy statement at and the Terms and Conditions you are reading now.

If an advertising agency signs an Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.

Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of PD. In the event of an assignment, any Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.