Click 2 Win 4 Life [EF] - CPL - US - SMS

RESTRICTIONS

Absolutely No Incent Absolutely No Network Traffic No Coreg No Facebook Groups No Craigslist PLEASE READ SMS INSERTION ORDER BELOW ____________________________________________________ TERMS AND CONDITIONS OF INSERTION ORDER 1. General: No terms or conditions other than those set forth in this Agreement are binding on CASH NETWORK, LLC unless specifically agreed to in writing by CASH NETWORK, LLC. 2. Payment: CASH NETWORK, LLC shall pay publisher 15 days from the end of each calendar month, unless otherwise specifically set forth in this Agreement. 3. Representations, Warranties and Indemnification: Each party hereby represents and warrants to the other that: (a) its performance under this Agreement will not invade or otherwise violate the right of privacy or publicity of any third person; (b) its materials and process do not: (i) contain any libelous, obscene, indecent or otherwise unlawful material; (ii) otherwise infringe the rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, or other intellectual proprietary or property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity; or (iii) violate any state or federal law or regulation; (c) it has the right to enter into and fully perform the services contemplated by this Agreement; (d) as of the date hereof, there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (e) at all times while this Agreement remains in effect, it shall comply with all applicable laws and regulations, including, without limitation, the CAN-SPAM Act. In furtherance of the foregoing, Publisher hereby represents and warrants that: (a) all leads that include a phone number that are provided to CASH NETWORK, LLC by Publisher pursuant to this Agreement have provided their prior “express written consent,” as defined under the Telephone Consumer Protection Act (“TCPA”), as amended, to receive commercial telephone calls (including robocalls, pre-recorded calls and/or autodialed calls) and/or SMS or text messages (in either event, “SMS”) from CASH NETWORK, LLC and the third party advertisers designated by CASH NETWORK, LLC. Publisher shall retain the records of each individual’s “express written consent” for a minimum of six (6) years, and will provide copies to CASH NETWORK, LLC within one (1) business day of receipt of CASH NETWORK, LLC’s request; and (b) Publisher shall not, and shall ensure, that each of its permitted Publishers (if any) and their respective sub-publishers, does not send any SMS traffic unless specifically permitted by CASH NETWORK, LLC in this Agreement or a separate and specific written agreement or acknowledgment. Each party agrees to indemnify the other for any breach of any of the foregoing representations and warranties. Notwithstanding anything to the contrary contained in this Agreement, each party shall remain fully liable for any damages that arise as a result of a breach of any of the foregoing representations and warranties to the extent they relate to a violation of any law or regulation. 4. Advertising Creative; Suppression List – Publisher must publish CASH NETWORK, LLC offers in the same format including text as provided to Publisher; any alterations to the CASH NETWORK, LLC offers by Publisher requires CASH NETWORK, LLC’s prior written consent. CASH NETWORK, LLC maintains a suppression list that includes the email addresses of all users who have activated CASH NETWORK, LLC’s unsubscribe link or otherwise opted out of receiving CASH NETWORK, LLC Ads. CASH NETWORK, LLC will supply the suppression list to Publisher who will integrate it into any mailing campaign so that it will not send unsolicited email to those on the suppression list. 5. Choice of Law and Venue: This contract shall be interpreted and construed in accordance with the laws of the State of New York, County of New York, without regard to its conflicts of laws provision, and with the same force and effect as is if fully executed and performed therein. Each party hereby consents to the exclusive personal jurisdiction of the courts of the State of New York, New York County, acknowledges that venue is proper only in any such state court or Federal court in the State of New York, and waives any objection that may exist, now or in the future, with respect to any of the foregoing. 6. NO WARRANTY. CASH NETWORK, LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, CASH NETWORK, LLC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF CASH NETWORK, LLC’S SERVICE. 7. Limitation of Liability . IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CASH NETWORK, LLC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT DUE TO PUBLISHER BY CASH NETWORK, LLC UNDER THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, CASH NETWORK, LLC shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of CASH NETWORK, LLC. Each Party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties. 8. Termination: CASH NETWORK, LLC or Publisher may terminate the term of this contract at any time with 48 hours of written notice (email constitutes written notice). In the event of a material breach by the Publisher, CASH NETWORK, LLC may terminate this Agreement immediately without notice or cure period, without liability to CASH NETWORK, LLC. Any of the provisions of this Agreement that by their nature or content are intended to survive the expiration or termination hereof, shall survive. 9. Construction. No term or condition other than those set forth in this Agreement shall be binding on either party unless made in writing and signed by duly authorized representatives of the parties. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. 10. Miscellaneous: This contract cannot be sold, assigned or transferred by publisher to any party. If any portion of the contract is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by either party shall operate as a waiver of any other provision or any subsequent default. In the event any of the terms and conditions conflict with page one of this Agreement, the terms set forth on such page one shall govern. The undersigned is legally empowered with due corporate authority to enter into this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date set forth above.