TERMS OF USE

These terms of use (these "Terms") represent a legal agreement between you ("Advertiser") and Madison Logic, Inc. ("Madison Logic") and govern your use of all of the following (collectively, the "Services"):

(i) this website and any related website operated by the Madison Logic (the "Site");

(ii) any Programs, services, applications or programs offered by Madison Logic (the "Programs"); and

(iii) any information, data or other materials contained in or accessible by means of the Site or the Programs (the "Information").

By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms.

1. PROGRAMS. Use of certain Programs may be subject to additional terms and conditions, including payment of fees, which Madison Logic will post on the Site. When you register for or use such Programs, such additional terms and conditions will apply and be deemed incorporated into these Terms.

2. LICENSE. Madison Logic grants you a non-exclusive, non-assignable, revocable license (the "License") to access and use the Services during the term hereof, subject to all of the terms and conditions hereof, including your satisfaction of all registration, payment and/or other requirements to the extent applicable to particular Programs, as described on the Site or in any other agreement between you and Madison Logic.  Upon any termination by Madison Logic of the Services or your account, the License and your right to use the Services and Site shall immediately terminate.

3. USER CONDUCT.

(a) In using the Services, you shall not:

(i) violate any applicable international, federal or state laws, regulations or rules or any securities exchange requirements (collectively, "Laws"), including by using any Information in a manner that violates the U.S. CAN-SPAM Act of 2003, as such statute may be amended from time to time;

(ii) make any Information available to Madison Logic if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements to which you are bound;

(iii) transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another's right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party;

(iv) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(v) violate or attempt to violate the security of any of the Services, including: logging in to a server or account that you are not authorized to access; attempting to test, scan, probe or hack the vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures; or attempting to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;

(vi) reverse engineer, decompile or disassemble any portion of the Services; or

(vii) "scrape" information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than the tools available from Madison Logic on the Site.

(b) You shall: (i) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete.

4. ADDITIONAL RESTRICTIONS.

(a) You may not develop or derive for commercial sale any data in any form that incorporates or uses any of the Information. Except with the prior written consent of Madison Logic, you may not transfer or disclose any Information to anyone else. You may only use the Site for commercial purposes after registering and paying any applicable fees for one or more Services.  You may not use the Services in a commercial service bureau environment including any provision or export of Information to third parties in any form whatsoever. You may use the Services solely for personal and/or your internal business purposes, subject to the limitations set forth herein.

(b) You may not modify, copy, distribute, download for storage on a hard drive or any other storage media, display, use, publish, license, create derivative works from, transfer or sell any Information, except that you may store, print and/or email personal or company summaries of Information as needed for your personal, non-commercial use.

(c) You may not issue a press release with respect to these Terms, the Services, or your relationship with Madison Logic, without the prior written consent of Madison Logic.

5. CONFIDENTIALITY.

"Confidential Information" means any information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that the Receiving Party can establish: (1) was publicly known and made generally available in the public domain prior to the time of disclosure by Disclosing Party to Receiving Party, (2) becomes publicly known and made generally available after disclosure to Receiving Party by Disclosing Party, other than as a result of Receiving Party's action or inaction, or (3) is in Receiving Party's possession, without confidentiality restrictions, prior to the time of disclosure by Disclosing Party, as shown by Receiving Party's records.  Except as may be otherwise explicitly set forth in an agreement between Disclosing Party and Receiving Party, Receiving Party shall not at any time: (1) sell, license, or transfer any Confidential Information of Disclosing Party, (2) disclose or otherwise make available to any person or entity any Confidential Information of the Disclosing Party (other than to those of Receiving Party's employees and service providers who are bound in writing by use and confidentiality restrictions which are no less restrictive than those contained in these Terms and who have a legitimate need to know such Confidential Information), or (3) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to Receiving Party, and in accordance with these Terms.

Receiving Party agrees to take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information of Disclosing Party. If required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party may do so provided that: (a) Receiving Party gives Disclosing Party prompt written notice of such requirement prior to such disclosure, (b) at Disclosing Party's request, Receiving Party assists Disclosing Party in obtaining an order protecting the Confidential Information from public disclosure, and (c) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.  Confidential Information shall include (a) all Information, and (b) these Terms.

Upon the request of Disclosing Party, Receiving Party shall destroy or delete all Confidential Information in whatever form may exist.  Notwithstanding anything to the contrary in this Section 5, you hereby grant Madison Logic a worldwide, royalty-free license to publish, in any media, your name and logo for the limited purpose of marketing Madison Logic's services, including without limitation press releases, testimonials (if you submit testimonials), and case studies.

6. SUBMISSIONS.

(a) You are solely responsible for the content of any submission you make to Madison Logic ("Materials").  Madison Logic reserves the right, but does not assume any obligation, to delete messages or other content that Madison Logic, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.

(b) Unless it is otherwise explicitly stated elsewhere on the Site with respect to a particular Program, any information or material sent to Madison Logic will be deemed NOT to be confidential, and by sending Madison Logic any information or other material, you grant Madison Logic a non-exclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, assignable, transferrable, sublicenseable, right and license, in all formats or media, whether now known or hereafter devised or discovered, to use, reproduce, display, transmit, translate, rent, sell, modify, disclose, publish, create derivative works from and distribute that material or information, and you also agree that Madison Logic is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You further agree to indemnify, defend and hold Madison Logic harmless from any liability arising due to the use or distribution of any such material or information.

7. PROPRIETARY RIGHTS.

(a) Madison Logic and/or its licensors own the Services, including all software and other technology provided or employed by Madison Logic in connection with the Services, and the contents, design, layout, functions, appearance and other intellectual property comprising the Services, including all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights inherent therein or appurtenant thereto. Without limitation of the foregoing, as between Madison Logic and you, Madison Logic shall retain all right, title and interest in and to the Information, and you shall not acquire ownership in any of the Information by reason of the License. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Site.

(b) By furnishing Information, Madison Logic does not grant any licenses to any copyrights, patents, trademarks, trade secrets or other intellectual property rights other than the limited rights to use the Services, as set forth herein.  All rights not expressly granted herein under the License are reserved by Madison Logic.

8. PROVISION OF SERVICES.

(a) Madison Logic may make improvements or changes in the Services at any time without notice.

(b) Madison Logic shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties except to the extent provided by law.

(c) Madison Logic will use reasonable commercial efforts to protect the integrity of data collected by you and stored with the Site. However, Madison Logic shall not be liable for any loss or damage resulting from total or partial loss of your data or from any corruption of your data. Data can get lost or become corrupt as a result of a number of causes, including hardware failures, software failures or bugs, or communications failures.  Madison Logic recommends that you periodically back up your data onto media not associated with Madison Logic, including printing a hard copy.

(d) Madison Logic will use reasonable commercial efforts to provide the Services on a 24/7 basis but it shall not be responsible for any disruption, regardless of length.

9. TERM; TERMINATION. The term hereof will commence when you first access the Services and continue until terminated by either party, provided that your License with respect to particular Programs may sooner expire as provided herein. Madison Logic may, in its sole discretion, terminate or suspend your access to all or part of the Services at any time for any or no reason.  If Madison Logic terminates or suspends your access to the Services upon your misconduct or breach of these Terms, no notice of termination or suspension shall be required, and you shall not be entitled to reimbursement of amounts pre-paid for Services.  If Madison logic terminates or suspends your access to the Services for another reason, Madison Logic shall provide you with two (2) days notice prior to such termination or suspension, and shall reimburse you for any pre-paid and unutilized amounts.  You may terminate these Terms upon two (2) notice.  Upon termination of these Terms for any reason, the License will likewise terminate, and you shall immediately cease using all Services, including the Information.  The provisions of Sections 7, 11, 12 and 15 hereof shall survive the expiration or termination of these Terms.

10. LINKS. The Site contains links to websites that Madison Logic does not operate. Madison Logic is not responsible for the content of these websites, and you should direct any concerns regarding these websites to their respective site administrators or webmasters.

11. REPRESENTATIONS AND WARRANTIES; INDEMNITY. You represent, warrant and covenant (a) that the Materials do not (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (b) that you have and will maintain  industry standard security protocols to protect the Information; and (c) that you are at least eighteen (18) years old. You hereby indemnify, defend and hold harmless Madison Logic and its successors or assigns, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees of the foregoing (collectively, the "Indemnified Parties") from and against any and all liability and costs, including reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of these Terms or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. Madison Logic reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

12. DISCLAIMERS; LIMITATIONS.

(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, MADISON LOGIC EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. MADISON LOGIC DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES.

(b) IN NO EVENT SHALL MADISON LOGIC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING, OR INABILITY TO USE THE SERVICES. MADISON LOGIC'S LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICES FOR THE THEN-CURRENT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, MADISON LOGIC'S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100.

13. PRIVACY. Your use of the Services is subject to Madison Logic's Privacy Policy available here, the provisions of which are incorporated herein by this reference. By using the Services, you acknowledge and consent to Madison Logic's Privacy Policy, including Madison Logic's collection, use and disclosure of information.

14. CHANGES TO THE TERMS. Madison Logic may modify these Terms at any time by posting changes on the Site; however, (i) such changes will only become effective and binding after Madison Logic provides notice on the Site or by email that these Terms have changed, and you first use the Services following the date of such posting, (ii) the changes will only apply with respect to your use of the Services after such changes become effective, and (iii) any imposition or change of fee obligations will only apply if and when you expressly agree. If at any time you find these Terms unacceptable and do not agree with them, you thereafter will have no right to use or access the Services.

15. MISCELLANEOUS.

(a) No joint venture, partnership, employment or agency relationship exists between you and Madison Logic as a result of these Terms and/or your use of the Services.

(b) The person accepting these Terms on behalf of each party represents and warrants that he or she has been duly authorized by that party to accept the Agreement and thereby bind it to these terms. The parties agree that these Terms shall be effective as of the date accepted by you.

(c) These Terms represent the entire binding agreement between you and Madison Logic with respect to the subject matter hereof, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding Services. If you use particular Services, you and Madison Logic shall be subject to any additional posted terms, guidelines or rules applicable to such Services. A printed version of these Terms and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(d) Madison Logic may assign these Terms at its discretion. You may not assign, sublicense or transfer these Terms or the License in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.

(e) These Terms shall be governed by the laws of the United States of America and the State of New York, without regard to conflict of laws rules, and you hereby give your consent to have any action or dispute between you and Madison Logic resolved exclusively within the jurisdiction of the state or federal courts located in the [second circuit].

(f) In addition to money damages, Madison Logic shall be entitled to seek equitable relief where appropriate if you breach of any of these Terms.

(g) These Terms are severable and may be construed to the extent of their enforceability in light of the parties' mutual intent.

(h) The prevailing party in any legal action brought by one party against the other that arises out of these Terms shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys' fees.

(i) The titles and subtitles in these Terms are used for convenience only and are not to be considered in construing it. All references herein to "including" and variations thereof shall be deemed to mean, "including, but not limited to."

(j) Notices required or permitted hereunder that are intended for you personally and not all users of the Services shall be sent to you at the most recent email address on file with Madison Logic. Notices to Madison Logic shall be sent by postal mail to Madison Logic, Inc., Attn: Elke Wong, 257 Park Avenue South, Fifth Floor, New York, NY 10010.

Addendum A – Direct Leads and Category Leads

These Program Terms and Conditions ("Program Terms") govern the Services offered by Madison Logic related to Direct Leads and Category Leads (collectively, the "Program").  When you authorize the order of a Program ("Order"), these Program Terms are incorporated into the Terms of Use ("Terms of Use"), and together with the Terms of Use, represent a legal agreement between you and Madison Logic.  Capitalized terms used but not defined in these Program Terms shall have the meanings set forth in the Terms of Use.  Upon any termination of the Terms of Use, these Program Terms will terminate at the same time.

1. PROGRAM OVERVIEW.

As part of the Program, Madison Logic generates and sells leads based on criteria you select ("Leads"). For more information about Leads, including cost, please refer to the campaign page of the Program or an attached insertion order provided by Madison Logic representative. By placing an Order for the Program, you acknowledge that you have read, understand and agree to the information set forth in either information source.

You can access Leads by logging into your account on the Site.  The Leads will be deemed to have been delivered to you ("Delivered") when they become available to you on the Site, even though you may also be receiving the Leads in another manner.  If Madison Logic has not delivered the number of ordered Leads by the end of the campaign date specified in the Order, Madison Logic may, in its sole discretion, ether continue the campaign until the order quantity is achieved or credit you for the number of Leads ordered but not delivered.

2. REPORTS.  Information about your campaign is available on the Site.  At your request, Madison Logic may agree to provide you custom reports.

3. ADVERTISING PLACEMENT.  Madison Logic may edit the copy of the Materials if it believes that doing so would improve the performance of the campaign.  Madison Logic may also edit the Materials to conform with applicable policies.  You authorize Madison Logic to make such changes to the Materials, but agree that Madison Logic shall have no obligation to do so. 

4. FEES.

The cost of Leads varies depending on the type of Lead, the criteria selected by you and other factors.  You will be informed of the price of the Leads prior to placing your Order.

When your Order is accepted by Madison Logic, your account will be credited for the amount specified in your Order.  As each Lead is delivered to you, your account will be reduced by the cost of the Lead.       

You agree to pay to Madison Logic a late fee in the amount of 1.5% per month for any past due amounts (up to the maximum amount permitted by law).  In addition, Madison Logic may retain as a service fee up to five hundred dollars ($500.00) of the balance of your account if your account remains idle for six (6) months or more.  You agree to reimburse Madison Logic for all expenses, including reasonable attorney's fees and costs, incurred in collecting past due amounts.

Madison Logic reserves the right to terminate the Services and cancel your account at any time you have an overdue balance. 

5. PAYMENT BY CREDIT CARD.

Unless Madison Logic agrees to extend you credit and issue you an invoice, you must prepay for the Program with a valid credit card ("Credit Card").  You authorize Madison Logic to charge the Credit Card for the amount specified in your Order, and for all other fees and costs incurred by you pursuant to these Program Terms. 

If at any time Madison Logic is unable to charge the Credit Card for amounts owed, you agree to pay Madison Logic an insufficient funds fee in the amount of 5% of the total amount due. 

6. PAYMENT BY INVOICE.

Upon your request, Madison Logic may agree to extend credit to you, in which case you will not be required to prepay for the Program with a Credit Card, and Madison Logic will periodically send you an invoice for amounts due ("Invoice").  You agree that Madison Logic has no obligation to extend you credit, and may at any time revoke credit previously extended to you and require you to prepay for the Program with a Credit Card.

You agree to pay each Invoice in full no later than thirty (30) days of the Invoice date. 

7. DISPUTES.  You agree that the Madison Logic's records with respect to the number of Leads Delivered shall be definitive and final.  You may dispute the validity of any Leads within two weeks of the date it was first Delivered.  Acceptable reasons for disputing Leads are: (1) the Lead contains invalid data, (2) the Lead does not meet the criteria specified in the Order, (3) the Lead is a named Competitor (this is applicable only if the named Competitor list is submitted prior to the campaign start date), and (4) the Lead is not from the Advertiser company.  Should Madison Logic determine to resolve the dispute in your favor, Madison Logic will either Deliver an appropriate number of additional Leads or issue you a credit, solely in its discretion.  You agree that you are not entitled to any other compensation.

Addendum B - Data Match Behavioral Analytics

These Program Terms and Conditions ("Program Terms") govern the Services offered by Madison Logic related to Data Match Behavioral Analytics (collectively, the "Program").  When you authorize the order of a Program ("Order"), these Program Terms are incorporated into the Terms of Use ("Terms of Use"), and together with the Terms of Use, represent a legal agreement between you and Madison Logic.  Capitalized terms used but not defined in these Program Terms shall have the meanings set forth in the Terms of Use.  Upon any termination of the Terms of Use, these Program Terms will terminate at the same time.

1. PROGRAM OVERVIEW.

The Program consists of Information ("Data Match Behavioral Analytics") about certain interactions ("Interactions") performed on the Distribution Network by Leads you purchased ("Purchased Leads") and contacts that you may choose to upload on the Site.  Madison Logic reserves the right at any time to change the type of Information included in the Data Match Behavioral Analytics.

Madison Logic sells Data Match Behavioral Analytics on a 'per Interaction' basis. The price of each Interaction is determined on an auction basis. Auction procedures and rules, and other information about the Program, are set forth in the campaign page of the Program or an attached insertion order provided by Madison Logic representative. By placing an Order for the Program, you acknowledge that you have read, understand and agree to the information set forth in either information source.

You can access the Data Match Behavioral Analytics by logging into your account on the Site.  The Data Match Behavioral Analytics will be deemed to have been delivered to you ("Delivered") when it becomes available to you on the Site, even though you may also be receiving the Data Match Behavioral Analytics in another manner.

2. FEES. 

When your Order is accepted by Madison Logic, your account will be credited for the amount specified in your Order.  As Data Match Behavioral Analytics are Delivered to you, your account will be reduced by the cost of the Interaction, as set forth in your Order.          

You agree to pay to Madison Logic a late fee in the amount of 1.5% per month for any past due amounts (up to the maximum amount permitted by law).  In addition, Madison Logic may retain as a service fee up to five hundred dollars ($500.00) of the balance of your account if your account remains idle for six (6) months or more.  You agree to reimburse Madison Logic for all expenses, including reasonable attorney's fees and costs, incurred in collecting past due amounts.

Madison Logic reserves the right to terminate the Services and cancel your account at any time you have an overdue balance.

3. PAYMENT BY CREDIT CARD.

Unless Madison Logic agrees to extend you credit and issue you an invoice, you must prepay for the Program with a credit card ("Credit Card").  You authorize Madison Logic to charge the Credit Card for the amount specified in your Order, and for all other fees and costs incurred by you pursuant to these Program Terms. 

If at any time Madison Logic is unable to charge the Credit Card for amounts owed, you agree to pay Madison Logic an insufficient funds fee in the amount of 5% of the total amount due. 

4. PAYMENT BY INVOICE.

Upon your request, Madison Logic may agree to extend credit to you, in which case you will not be required to prepay for the Program with a Credit Card, and Madison Logic will periodically send you an invoice for amounts due ("Invoice").  You agree that Madison Logic has no obligation to extend you credit, and may at any time revoke credit previously extended to you and require you to prepay for the Program with a Credit Card.

You agree to pay each Invoice in full no later than thirty (30) days of the Invoice date. 

5. DISPUTES.  All interactions costs delivered to Advertiser are final.

Addendum C - Data Match Lead Retargeting

These Program Terms and Conditions ("Program Terms") govern the Services offered by Madison Logic related to Data Match Lead Retargeting (collectively, the "Program").  When you authorize the order of a Program ("Order"), these Program Terms are incorporated into the Terms of Use ("Terms of Use"), and together with the Terms of Use, represent a legal agreement between you and Madison Logic.  Capitalized terms used but not defined in these Program Terms shall have the meanings set forth in the Terms of Use.  Upon any termination of the Terms of Use, these Program Terms will terminate at the same time.

1. PROGRAM OVERVIEW.

As part of the Program, Madison Logic or its third party service providers serve advertisements ("Ads") to users associated with specific lead information ("Targeted Leads"), including leads that you purchase from Madison Logic and leads that you may choose to upload to the Site ("Uploaded Contacts").  Ads are served on website pages that are owned, operated, authorized or hosted by or for Madison Logic and its affiliates ("Network Websites"), and on the network of advertising channels (including all forms of media, applications, and devices) through which Madison Logic distributes advertisements or contacts buyers, whether on or off the Network Websites (the "Distribution Network"). 

Ads may be placed on any website page or other digital asset throughout the Distribution Network, at Madison Logic's sole discretion, and by placing the Order you authorize all such placements.   Madison Logic does not guarantee inclusion of an Ad in the Distribution Network, nor within the published results of any particular distribution partner.  Madison Logic does not guarantee that every Targeted Lead will be served an Ad impression.

If, after placing an Order, you modify any part of the Order, such changes will not be applied retroactively.  However, Madison Logic will attempt to modify the campaign according to your modifications for Services not yet performed, but does not guarantee that it will be successful in doing so. 

You are responsible for providing the Materials for the Ad pursuant to creative specifications that are available from your Madison Logic account manager.

2. PLACEMENT OF ADS.

You agree that, if Madison Logic does not receive Materials at least five (5) days prior to the Campaign Start Date or the Materials do not conform to Madison Logic's specifications, then the campaign will be delayed, and Madison Logic shall not be liable for such delay.  Madison Logic will use commercially reasonable efforts to comply with any frequency caps specified in an Order; however, Madison Logic is not liable if your advertisements are viewed in excess of the frequency cap, and you will be responsible for payment of impressions delivered in excess of the frequency cap.  In the case of dynamically priced campaigns, Madison Logic may adjust the location of, and price for, your Ads in an effort to meet your target goals (e.g., CPC, CPA, or CPL).

3. REPORTS.  Performance reports about your campaign will be sent to you periodically to the email address specified in your account.  At your request, Madison Logic may provide you with custom reports.

4. FEES.

The cost of each campaign is based on multiple factors.  When you place an Order, you will be informed of the cost of the campaign.  When your Order is accepted by Madison Logic, your account will be credited for the cost of the campaign. 

You agree to pay to Madison Logic a late fee in the amount of 1.5% per month for any past due amounts (up to the maximum amount permitted by law).  In addition, Madison Logic may retain as a service fee up to five hundred dollars ($500.00) of the balance of your account if your account remains idle for six (6) months or more.  You agree to reimburse Madison Logic for all expenses, including reasonable attorney's fees and costs, incurred in collecting past due amounts.

Madison Logic reserves the right to terminate the Services and cancel your account at any time you have an overdue balance.

5. PAYMENT.

Madison Logic will periodically send you an invoice for amounts due ("Invoice").  You agree to pay each Invoice in full no later than thirty (30) days of the Invoice date. 

6. DISPUTES. 

You agree that Madison Logic's records with respect to the number of Ads served shall be definitive and final.  You may dispute the number of Ads served only within two weeks of receiving the Report on which the disputed transactions are set forth. 

If, according to Madison Logic's records, Madison Logic does not deliver, by the Campaign End Date specified in an Order, the aggregate number of impressions specified in the Order (subject to any reductions permitted in Section 2 above), or the impressions are delivered in the wrong location, then Madison Logic will either serve an appropriate number of additional impressions or issue you a credit, solely in its discretion. 

If Madison Logic's records with respect to the number of Ads served varies from another source customarily accepted as reliable in the industry by less than ten percent (10%), you agree that such variance is acceptable and you shall not be entitled to refund or any form of compensation for such variance.  If such variance is more than ten percent (10%), and should Madison Logic determine to resolve the dispute in your favor, Madison Logic will either serve an appropriate number of additional Ads or issue you a credit, solely in its discretion. 

Other than as set forth herein, you agree that you are not entitled to any other compensation for any variance between your Order criteria and the Services.