Master Services Agreement

Last Modified: August 1, 2011

PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY BEFORE USING THIS SITE.

These Terms are a legally binding contract between you and Click Measure Media, Inc. Click Measure Media, Inc. provides the Services (as defined below) to you subject to and conditioned upon your acceptance of these Terms.

BY CLICKING "I ACCEPT" BELOW, OR BY ACCESSING AND USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SERVICES OR THIS SITE AND EXIT NOW.

Click Measure Media may update and change any or all of these Terms, including but not limited to the fees and charges associated with the use of the Services. If we update or change these Terms, we will post the updated Terms at http://clickmeasure.com/terms.html. The updated Terms will become effective and binding on the fifth business day after they are posted. When we change these Terms, we will modify the "Last Modified" date above. We encourage you to review these Terms periodically.

1. WELCOME:

Welcome to ClickMeasure, a service of Click Measure Media, Inc. ClickMeasure provides applications to manage advertising campaigns which is available as a "Software as a Service" offering purchased on a monthly subscription basis.

2. PRIVACY AND DISCLOSURE:

Click Measure Media is dedicated to establishing trusting relationships with you and all of its customers, based on respect for personal identity and information. Click Measure Media's current Privacy Policy is available at www.clickmeasure.com/privacy.html. If Click Measure Medial decides to change its privacy policy, an updated version will be posted on the Click Measure Website, and other places Click Measure Media deems appropriate, so that you and our other customers are always aware of what information Click Measure Media collects, how Click Measure Media uses it and under what circumstances, if any, Click Measure Media discloses it.

Click Measure Media will use information in accordance with the Privacy Policy. If, however, Click Measure Media is going to use your personally identifiable information in a manner materially different from that stated at the time of collection Click Measure Media will notify you via email. You will have a choice as to whether or not Click Measure Media uses your information in this materially different manner. However, if you have opted out of all communication with Click Measure Media, or deleted/deactivated your account, then you will not be contacted for the purpose of notifying you of material changes to the Privacy Policy. In addition, if Click Measure Media makes any material changes to its privacy practices that do not affect your information already stored in Click Measure Media's databases, Click Measure Media will post a prominent notice on the Click Measure Website notifying you and its other customers of the change. In some cases where Click Measure Media posts a notice of changes to its Privacy Policy, it will also notify you via email if you have opted to receive email communications from Click Measure Media.

3. SERVICES:

Click Measure Media provides users with a campaign management system designed to integrate third party advertising providers. Services offered are based upon your subscription plan and may change from time to time. Services available may vary from provider and are governed by the policies of each provider. It is your responsibility to adhere to each provider's policies and terms of use. Click Measure Media is not responsible for any fees incurred by you by any provider. The system is designed to allow you to manage campaigns for optimal efficiency.

4. SERVICE CHANGES:

You understand and agree that Click Measure Media may make upgrades or changes to the Services without prior notice to you. Click Measure Media may also modify its offering at any time in compliance with any third party provider requirements. Enhancements and additional features will be continually released on an ongoing basis.

5. REGISTRATION:

By registering, and in consideration of the use of the Services, you represent and warrant that the Registration Data that you provide is true and accurate. You must be at least 18 years of age. You must maintain and promptly update the Registration Data for accuracy, including updated address and credit card data. It is your responsibility to secure and maintain sensitive information such as username and password.

As our application relies on access to third parties there is a two step registration process to ensure authentication of such access. Each third party dictates the registration process will allows accounts to be linked to your Click Measure Media tool. A separate invitation will be sent to accounts that you add as a linked provider ensuring accuracy. You may add or delete linked accounts at any time. It is your responsibility to maintain accurate information with each provider such as credit card information as you will be billed directly from each provider for campaigns purchased just as you would if you entered a campaign directly within their system.

6. BILLING AND PAYMENT:

Any applicable subscription charges and monthly recurring charges and fees are billed in full in advance. Monthly usage fees are calculated monthly and are invoiced separately. Your payment method will be considered the valid credit card required at the time of subscription. You authorized Click Measure Media to collect all fees from your payment method as maintained in the Account Settings section of your user account.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate charges to your Account.

FREE TRIALS

In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties by Click Measure Media, indemnification by Click Measure Media, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, Click Measure may terminate a free trial at any time and for any reason.

7. TERM:

This Agreement will become effective on the first day upon completion of the subscription process including successful payment processing for the initial monthly subscription fees (the "Date of Purchase"). Services are provided for a term of one (1) year or as otherwise provided in your Services Contract, depending on the Service Plan offered at the Date of Purchase (the "Term") The Term for all Service plans will automatically renew in one month periods at the agreed upon Fees unless either party provides 30 days advanced written notice of termination to the other or the Termination section of this Agreement has been properly executed.

8. TERMINATION:

You may terminate this Agreement upon thirty days written notice or by completion of the cancellation form which can be found in the Account Settings Section while logged into your account. Click Measure Media may terminate this Agreement at its discretion if it reasonably believes a violation of any provision of this Agreement or our agreement with any third party advertising provider has occurred.

Click Measure Media may terminate this Agreement immediately without notice for breach of payment obligations or unauthorized use of Click Measures Service which will be considered a material breach of this Agreement.

9. WARRANTY DISCLAIMER:

ACCESS TO THIS SITE IS PROVIDED "AS IS" AND "AS AVAILABLE," CLICK MEASURE MEDIA DOES NOT GUARANTEE THAT THE SITE WILL BE ACCURATE, COMPLETE, OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. CLICK MEASURE MEDIA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY, WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY OTHER COUNTRY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLICK MEASURE MEDIA, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. CLICK MEASURE MEDIA MAKES NO WARRANTY ON UP-TIME, MEAN-TIME BETWEEN FAILURES, AND/OR QUALITY OF SERVICE FOR ITS SERVICES OR ANY THIRD PARTY PROVIDER. CLICK MEASURE MEDIA DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY/ALL SERVICES PROVIDED FROM THIRD PARTY PROVIDERS. ANY SERVICES PROVIDED, DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIRD PARTY SITES WILL BE AT YOUR SOLE DISCRETION.

10. LIMITATION OF LIABILITY:

IN NO EVENT SHALL CLICK MEASURE MEDIA BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. IN NO EVENT SHALL CLICK MEASURE MEDIA BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. CLICK MEASURE MEDIA'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES CLICK MEASURE MEDIA CHARGED YOU DURING THE ONE (1) MONTH IMMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

11. INDEMNIFICATION:

You shall indemnify and hold harmless Click Measure Media, its directors, officers, employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from (1) any negligent acts, omissions or willful misconduct by you, (2) your use of the Services, (3) any breach of this Agreement by you, and/or (4) your violation of any law or of any rights of any third party. The provisions of this section are for the benefit of Click Measure Media and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

12. FORCE MAJEURE:

"Force Majeure Event" means the occurrence of an event or condition that is beyond a party's reasonable control including natural disasters or catastrophic events such as epidemics, nuclear accidents, fire, flood, typhoons or earthquakes; acts or omissions by civil or military government authorities, such as foreign currency restrictions, revocation or suspension of export or import licenses, governmental priority orders, allocations or restrictions upon the use of materials or manpower, war, riots, sabotage or revolutions.

A party shall not be in material breach under this Agreement to the extent that its performance (other than its obligation of payment) is prevented by a Force Majeure Event. If a party claims that a Force Majeure Event has occurred affecting its performance, it shall promptly notify the other party.

13. NOTICES:

All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows: (i)General notice on the Service may be posted at any time. (ii)Notices sent by email or by notice on the Service shall be deemed effective within 12 hours of transmission when sent by email to the email address on record in your User Account. (iii)When sent by fax to the last fax number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail or the recipient delivers a written confirmation of receipt. (iv)Three days after being deposited in the United States mail, postage prepaid to the recipient's address on record as it appears in Click Measure's account information.

You may change/update your address at any time by logging into your account and updating the user information as it appears in the Settings section.

14. GOVERNING LAW

This Agreement will be governed by the laws of the State of California. Any legal action or proceeding relating to this Agreement or the provision of the Service shall be brought in the state or federal courts located in California. You hereby submit to the jurisdiction of and agree that venue is proper in those courts in any such legal action or proceeding.

15. DISPUTE RESOLUTION AND OPTIONAL ARBITRATION:

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: Los Angeles, California. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in the following location: Los Angeles, California. The parties agree that the binding arbitration will be conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

16. SEVERABILITY:

If any part of this Agreement is held unenforceable under applicable law, that portion shall be construed as nearly as possible to reflect the original intentions of the parties. All remaining terms set forth herein shall continue to have full force and effect.