Terms & Conditions

Revised: March 2012

1. Terms

1. The following terms and conditions apply to the services provided by MedicalRetargeting.com, and constitute an agreement between the parties. The agreement (the "Agreement") is entered into effective as of the date of execution noted on the Insertion Order (the "Order"), if one exists, between Ascendance Digital Media, a Washington State Corporation with its principal location at 17921 Bothell-Everett Highway, Bothell, WA 98012 ("MedicalRetargeting.com") and the party or parties requesting services from MedicalRetargeting.com ("Advertiser"). If no Insertion Order exists, then this Agreement is effective when the Advertiser selects the "yes" checkbox below "I have read and agree to the Terms and Conditions" on the MedicalRetargeting.com website.

2. Advertising Obligations

1. The Order shall specify whether the creative content used to create the advertisements (the "Creative") will be (1) provided fully by Advertiser as specified in the Order or (2) created using materials provided from both Advertiser and MedicalRetargeting.com.

2. All Creative supplied to MedicalRetargeting.com by Advertiser shall be in accordance with MedicalRetargeting.com's advertising criteria or specifications, including, without limitation, technical specifications, privacy policies, user experience policies, community standards regarding obscenity or indecency, and material due dates.

3. Advertiser shall approve all Creative prior to its use in advertisements. However, MedicalRetargeting.com reserves the right to reject, discontinue, or omit any Creative or any part thereof for any reason. This right will not be deemed waived by acceptance or actual use of any Creative.

4. The advertisements published by MedicalRetargeting.com include one full set of creatives in the four ad sizes: medium rectangle, leaderboard, skyscraper, and wide-skyscraper. The ad size used will vary depending on the needs of the Advertiser and the usefulness of their application

3. Payment and Refunds

1. Advertiser will pay MedicalRetargeting.com in accordance with the Order. All payments will be made in advance via Credit Card unless: (1) otherwise specified; or (2) credit is approved under special circumstances. Advertiser's Credit Card will be billed monthly, unless service is terminated. In the event Advertiser pays with credit card, Advertiser expressly agrees that Advertiser will not charge back on such credit card account.

4. Limitation of Liabilities

1. Under no circumstances will MedicalRetargeting.com be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not Advertiser had been advised of the possibility of such damages) arising from any aspect of this Agreement.

2. Notwithstanding any other provision of this Agreement, the liability of MedicalRetargeting.com will be limited to the total amount paid by Advertiser to MedicalRetargeting.com under this Agreement.

3. MedicalRetargeting.com will not be liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond MedicalRetargeting.com's control affecting production or delivery in any manner.

5. Indemnification

1. Advertiser will indemnify MedicalRetargeting.com and hold MedicalRetargeting.com harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by MedicalRetargeting.com, arising out of or related to (a) Advertiser's breach of any of the representations and warranties in this Agreement; (b) nonfulfillment of any obligation hereunder to be performed by Advertiser; or (c) infringement or alleged infringement of a third party's intellectual property rights resulting from MedicalRetargeting.com's performance of its duties or exercise of its rights under this Agreement.

2. MedicalRetargeting.com will promptly notify the Advertiser of any threat of a claim that MedicalRetargeting.com becomes aware of and that may give rise to a request for indemnification hereunder.

6. Warranties

1. Advertiser warrants that: (a) Advertiser has authorized the person who has executed this Agreement for Advertiser to execute and deliver this Agreement to MedicalRetargeting.com on behalf of Advertiser; and (b) information, if any, supplied to MedicalRetargeting.com by Advertiser for inclusion within the Creative will not be procured or produced inconsistently with U.S., foreign, or international law.

2. NEITHER MEDICALRETARGETING.COM NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR SUPPLIERS MAKE ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH ADVERTISER WITH RESPECT TO THIRD PARTY SOFTWARE, OR ANY PRODUCT, AND MEDICALRETARGETING.COM AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

7. Confidentiality

1. Advertiser understands that MedicalRetargeting.com's proprietary technology utilizes a pixel (the "Pixel") placed on the Advertiser's website to set a cookie on the browser of visitors to the Advertiser's website (the "Cookie"). The Services then utilize anonymous consumer data provided by Advertiser to MedicalRetargeting.com via the Cookie or other similar methods (the "Consumer Data"). Such Consumer Data may include, among other things, the consumer's IP address, date and time of visit to Advertiser's website, Advertiser's website pages visited and merchandise viewed or placed in Advertiser's e-commerce shopping cart. No personally identifiable information of a consumer is utilized in the performance of the Services. The Consumer Data is used for a retargeting program whereby targeted advertisements for Advertiser are delivered to these consumers while the consumers are on third-party websites with whom MedicalRetargeting.com has purchased advertising inventory. Advertiser agrees that it shall not remove, modify or move the Pixel.

2. Advertiser represents and warrants that during the term of the retargeting program Advertiser will comply with all applicable laws and industry best practices regarding retargeting programs and that the Advertiser's website (i) contains a privacy policy that (a) permits the operation of a retargeting consumer marketing program, including, but not limited to, the provision of anonymous consumer information to a third-party provider of such a program and (b) provides a link to the Network Advertising Initiative's consumer opt-out page located at www.networkadvertising .org/managing/opt_out.asp allowing the consumer to opt-out of such retargeting by MedicalRetargeting.com and (ii) provides clear and conspicuous disclosure regarding such retargeting practices.

3. MedicalRetargeting.com agrees that the Consumer Data shall only be used and disclosed by MedicalRetargeting.com for (i) MedicalRetargeting.com's performance of the Services and (ii) any other business purposes of MedicalRetargeting.com; provided that for this subsection (ii) the Consumer Data is used and disclosed by MedicalRetargeting.com on an Aggregated-basis only. For purposes of this Section, "Aggregated" means a form in which the Consumer Data for any Advertiser is combined with data from other campaigns of other Advertisers and precludes identification, directly or indirectly, of an Advertiser. In addition, MedicalRetargeting.com may utilize the Consumer Data for its own internal business purposes provided that any non-Aggregated Consumer Data may not be disclosed to any third-party or used for the specific benefit of any other advertiser.

8. Guarantee

1. The guarantee promises you will win back website traffic. This means at least one person will revisit your website.

2. Any tampering, analytics forging, or otherwise changing traffic to reflect no returning visitors will be a breach of the agreement.

3. If no traffic returns you will be awarded a month of free service until you get a return visitor. Free service given for no more than 3 months.

4. Guarantee valid for websites that get more than 1,000 unique visitors per month.

9. Termination and Breach

1. This Agreement will be for a term of 1 month. This Agreement will be extended in one month increments unless Advertiser sends notice within 5 days of Next Payment Date (defined as 30 days from when the Advertiser logs payment).

2. MedicalRetargeting.com retains the right to terminate this Agreement, in whole or in part, with or without cause, at any time.

3. Upon termination for any reason, Advertiser will remain liable for any amount due for services delivered by MedicalRetargeting.com and Advertiser's obligation to pay will survive termination of this Agreement. Advertiser understands that the amount of time required to terminate a campaign is directly tied to settings found in their account and termination may take as long as 30 days from the date of notice. Advertiser will be responsible for any additional fees incurred during this period. Any cancellation notice will be based on the date the written notice was received by MedicalRetargeting.com.

10. Miscellaneous

1. Advertiser must not assign, license, sublicense, or otherwise transfer any rights or obligations under this Agreement. Any such transfer will be void and without effect, and may constitute breach of this Agreement. Notwithstanding these provisions, rights and obligations under this Agreement may be transferred in the event that Advertiser is involved in a merger or an acquisition. Such transfer will only be effective if to the surviving or acquiring company.

2. All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and delivered to the other party.

3. Unless otherwise specified, this Agreement may only be modified, or any rights under it waived, by a written document executed by MedicalRetargeting.com and Advertiser.

4. This Agreement will be interpreted, construed and enforced in all respects in accordance with laws of the State of Washington, without regard to the state or country of incorporation or operations of Advertiser, or activity of either party in accordance with this Agreement. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Washington and the federal courts situated in Snohomish County in the State of Washington in connection with any dispute arising under this Agreement.

5. In the event that any provision of this Agreement is held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining provisions will remain in full force and effect.

6. The Confidentiality, Warranties, Limitation of Liabilities and Indemnification provisions will survive any termination or expiration of this Agreement.

7. This Agreement, in conjunction with the Order, sets forth the entire agreement between Advertiser and MedicalRetargeting.com and supersedes any and all prior and contemporaneous agreements (whether written or oral) of MedicalRetargeting.com and Advertiser with respect to the subject matter set forth.