Viral Sparks Advertiser Terms and Conditions

Last Modified: October 1, 2016

The website located at http://www.viralsparks.com is provided by Rohit Ajmani And Brett Boodie operating out of Brooklyn, New York, which allows registered advertisers (“Advertiser”, “You” and “Your”) to upload their offerings onto the ViralSparks Advertising Platform (“Advertising Platform”). Clicks will be generated by ViralSparks network of social media influencers & Media Buyers who are registered with ViralSparks Advertising Platform. The Advertising Platform connects advertisers with ViralSparks Influencers where advertisers can submit campaigns through the ViralSparks website located at http://www.dashboard.ViralSparks.com (the “Website”), allowing their campaigns to be promoted and publicized by ViralSparks Influencers across a wide variety of pre-approved social media platforms. Signing up for ViralSparks Advertising Platform does not guarantee that any or all of the campaigns submitted will be accepted by ViralSparks or that such campaigns will generate any traffic to Advertiser’s site. ViralSparks reserves the right to reject and/or remove any campaigns submitted by Advertisers at any time, with or without cause. You acknowledge and agree ViralSparks has no obligation to disclose any information regarding its rejection and/or removal of any campaign submitted by You, and ViralSparks has sole discretion over what information it chooses to disclose to You, if any.

I. INTRODUCTION

ViralSparks will provide Advertiser with access to the ViralSparks Platform on request subject to the Advertiser’s compliance with these terms and conditions ,the Advertising and Creative Guidelines and Our Privacy Policy, and any and all accompanying Insertion Orders (“IO”), (collectively, the “Agreement”). If there are any discrepancies between these Terms and Conditions and any Insertion Order, the Insertion Order shall prevail.

Please read this Agreement carefully prior to signing up for an ViralSparks advertising account. This Agreement is subject to change by ViralSparks at any time. This Agreement governs Your access to and use of the Website, the Advertising Platform, and any services provided thereunder or in connection therewith as an Advertiser, and constitutes a binding legal Agreement between You and ViralSparks.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE VIRALSPARKS WEBSITE, ADVERTISING PLATFORM, OR RELATED SERVICES, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEBSITE, ADVERTISING PLATFORM, OR THROUGH VIRALSPARKS RELATED SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THE TERMS IN THIS AGREEMENT, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE WEBSITE. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE VIRALSPARKS WEBSITE, ADVERTISING PLATFORM, OR RELATED SERVICES. If You accept or agree to this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to this Agreement and, in such event, “You” and “Your” will refer and apply to that company or other legal entity.

ViralSparks reserves the right, at its sole discretion, to modify this Agreement, at any time and without prior notice. If we modify this Agreement we will post the modification on the Website or provide You with notice of the modification. By continuing to access or use the Website or related services after we have posted a modification on the Website or have provided You with notice of a modification, You are indicating that You agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the website and any related services pursuant to the terms of the Agreement.

II. USE

In connection with Your use of the Website, Advertising Platform, and related services, and to enable ViralSparks to serve Your advertisements via the Website, Advertising Platform, and other third-party publisher websites, email and/or applications, You grant ViralSparks an unlimited, non- exclusive, fully-transferable, worldwide, royalty-free, fully-paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit, and display Your advertisements in any format, layout or size. ViralSparks disclaims all liability relating to Your advertisements and related content. As between ViralSparks and You, You are solely responsible for Your advertisements, any services or products offered through Your advertisements and any websites that are linked to from Your advertisements.

You are solely responsible for ensuring all advertisements supplied by You to ViralSparks confirm with the proper disclosures required under federal and state in laws regarding endorsements and testimonials, including, but not limited to, the FTC Guidelines Concerning the Use of Endorsements and Testimonials in Advertising and .com Disclosures How to Make Effective Disclosures in Digital Advertising. ViralSparks has no obligation to You and takes no responsibility to review the final form or any content of Your advertisements published by ViralSparks Influencers to determine whether it may result in any liability to third parties, Advertiser, or ViralSparks. ViralSparks does not represent or warrant the quality of traffic delivered to Advertiser nor if any ad, or how much of a an ad, will be displayed across the Advertising Platform. Additionally, the format of Your advertisement may vary and ViralSparks makes no representations as to the format of Your advertisement.

III. PAYMENT

ViralSparks requires payment in advance for all Advertiser accounts. Advertisers must initially fund their accounts with at least $1,000.00 in United States currency in order to activate their accounts. Advertiser agrees to pay all applicable charges to the account with respect to the payment method selected in accordance with billing terms in effect at the time the fee becomes payable. Advertiser understands and agrees that their account will be charged for all clicks of Advertiser’s ads published through the Advertising Platform and under no circumstances, shall they be refunded unless we aren’t able to deliver the traffic over a period of 6 months. Advertiser understands and agrees that due to the nature of social/viral/media buy traffic, Advertiser shall pay ViralSparks for all clicks accrued after a campaign is paused and Advertiser is not released from any payment obligations by pausing a campaign. Payments to ViralSparks must be made by wire transfer, or Paypal, or net terms (upon approval). Advertiser agrees, warrants, and represents that all information provided for the purpose of enrolling as an Advertiser will be accurate, complete and current. Advertiser’s right to access an account with ViralSparks is subject to any limits established by ViralSparks, its contractors or by Advertiser’s credit/charge. If payment cannot be charged to Advertiser’s credit facility for any reason, or if there is a charge back for any reason, ViralSparks reserves the right, in its sole discretion, with or without notice, to either suspend or terminate Advertiser’s account with ViralSparks. ViralSparks determination of final billing regarding any Campaign shall be conclusively presumed by Advertiser to be accurate and proper. Advertiser waives all rights to challenge or seek to charge-back any billings. Nothing stated herein shall limit rights granted to a cardholder by Visa, MasterCard and/or its issuing bank.

IV. TRACKING

All payments will be made based on clicks generated as determined by Google Analytics tracking.

V. TERMINATION

If Advertiser is dissatisfied with ViralSparks or the terms and conditions herein, Advertiser’s sole and exclusive remedy is to terminate the account. Advertiser may suspend or cancel participation in the ViralSparks Advertising Platform by providing forty-eight (48) hours written notice to ViralSparks. ViralSparks may cancel Advertiser’s participation in the Advertising Platform at any time with or without cause and with or without notice. ViralSparks reserves the right, at its sole discretion, to modify, discontinue, or terminate the Website or any related services, including without limitation, the Advertising Platform, at any time and without prior notice. Advertisers will forfeit any deposited funds if they are terminated due to a breach in the rules of advertising on the platform outlined in the Advertiser’s Rights and Responsibilities section. All unused credits or promotional credits will expire after 6 months. Credits or promotional credits will be applied toward traffic after the initial deposit is used and are nonrefundable. It is agreed between the Parties that ViralSparks shall have the right to delete advertising campaigns that have not received traffic and/or been selected by ViralSparks Influencers within a reasonable amount time. ViralSparks reserves the right to delete accounts that have been inactive.

VI.RIGHT TO REJECT

All requested URL links, and descriptions are subject to ViralSparks approval. ViralSparks reserves the right to reject, cancel or remove any URL link and/or descriptions at any time for any reason whatsoever.

VII. RELEVANCY

Advertisers may only submit advertisement campaigns to ViralSparks Advertising Platform that are relevant to Advertiser’s submitted websites or to those web pages contained in Advertiser’s websites. If any information provided on Advertiser’s websites is changed, the advertisement campaign must be updated to be both current and accurate. All advertisement campaigns submitted are subject to relevancy review by ViralSparks, and are subject to removal or rejection at any time and for any reason.

VIII.ACCOUNT ACCESS AND RESPONSIBILITIES

After Advertiser’s registration with ViralSparks, Advertiser will be granted access to an advertiser account if required, which shall only be used by Advertiser and for Advertiser’s sole and personal use. Advertisers shall be solely responsible for their account manager’s conduct regarding maintenance of Advertiser’s account and ensuring all information provided is true and correct. Advertiser may log in to the Advertiser account at any time to update campaigns, settings, or account information. If account user information changes throughout the lifetime of an account, it is Advertiser’s responsibility to obtain login credentials and update the account contact information as needed. Any changes made to a live campaign are subject to approval by ViralSparks in its sole discretion and will only take effect after such approval by ViralSparks. Other than the mutually agreed upon account manager, Advertiser may not authorize others to use Advertiser’s ViralSparks account, and may not assign or otherwise transfer the account to any other person or entity. Advertisers shall not, under any circumstances, have the right to transfer or assign the account, any personal identification numbers or password to any other person or Party who has not been preapproved and authorized for access by ViralSparks. Any such attempted transfer or assignment shall be void and shall constitute a material breach of this Agreement on Advertiser’s part. In addition, Advertisers must promptly inform ViralSparks of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of Advertiser’s account, personal identification number or password.

IX. ADVERTISER’S RIGHTS AND RESPONSIBILITIES

Advertiser may submit material for ViralSparks Platform advertisements by logging into his/her account from Our homepage. ViralSparks reserves the right to reject or remove any advertisement materials You submit at its sole discretion. Advertiser represents and warrants that: (i) You are the owner or are licensed to use the advertisements and all subject matter contained therein; (ii) Your advertisements are and will be free of any worm, virus, or other device that could impair or injure any person or entity; (iii) You are generally familiar with the laws and regulations governing the Internet and You will comply with all applicable laws and regulations including those that may apply to the display of the advertisements on third-party publisher websites and/or applications (including, without limitation, the FTC Guidelines Concerning the Use of Endorsements and Testimonials in Advertising and .com Disclosures How to Make Effective Disclosures in Digital Advertising) and Your advertisements will not violate any law or regulation, including, but not limited to, laws governing privacy, false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement; (iv) Your advertisements do not and will not (a) contain any misrepresentations or content that is defamatory, (b) violate any rights of privacy or publicity, (c) contain content that is violent, obscene, or offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive, or (d) promote or support gambling, unless You have obtained prior authorization in writing by ViralSparks, sweepstakes, or contests; (v) Your advertisements do not and will not infringe any intellectual property or proprietary right of any third Party; (vii) Your advertisements will comply with ViralSparks advertising guidelines; and (viii) You will not nor will You authorize third parties to (a) generate fraudulent, automated, or otherwise invalid information, data, or actions related to Your advertisements; (b) use robots, other automated query tools, computer-generated search requests and/or any other similar results-optimization methods unless authorized by ViralSparks; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where Your advertisements are displayed or served.

X.APPROVAL

ViralSparks, in its sole discretion, may not approve an Advertiser’s advertisement or any materials submitted by You for the Advertising Platform. No reason is required to be given to the Advertiser why the advertisement or related materials has or has not been approved. All decisions made by ViralSparks in this matter will be final.

ViralSparks does not guarantee that Advertiser’s advertisement campaign will be available or displayed or posted on social media by a ViralSparks Influencer. ViralSparks reserves the right to not place Advertiser’s advertisement campaign in the ViralSparks Advertising Platform. The format of Advertiser’s advertisement campaign may vary and ViralSparks makes no representations as to the format of the advertisements. Traffic delivered to advertisers originates from a variety of sources including but not limited to postings on blogs,Banner ads, news gathering websites such as Reddit, and social media platforms such as Twitter, Facebook, LinkedIN, Pinterest, and Instagram . For a link to be billable, a user must click the link provided by You to Us through the Advertising Platform and the source of traffic must be non-fraudulent. Our Advertising Platform offers tens of thousands of unique traffic sources. Advertisers have the ability to block and whitelist sources based on each advertisers individual performance goals.

XI.NON-SOLICITATION

During the Term of this Agreement and for a one (1) year period following the termination or expiration of this Agreement, whichever is earlier, Advertiser shall not, either directly or indirectly, either on Advertiser’s own behalf or on behalf of another person, business, firm, company, or other entity, engage in, assist others in, or take any action to: (1) recruit, solicit, or entice away, or attempt to recruit, solicit, or entice away, any ViralSparks Influencer or person under contractual business dealings with ViralSparks;

(2) induce or solicit, or attempt to induce or solicit, any actual or prospective ViralSparks Influencer or cause any ViralSparks Influencer to cease doing business, in whole or in part, with ViralSparks; or (3) interfere with the relationship between ViralSparks and any actual or prospective ViralSparks Influencer, customer, licensee, licensor, or other business relation of ViralSparks.

Advertiser recognizes that breach of this Section XIV will cause irreparable injury to ViralSparks, such that monetary damages would not provide an adequate or complete remedy. Accordingly, in the event of any actual or threatened breach of the provisions of this Section XIV, ViralSparks, in addition to all other rights, shall be entitled to an injunction restraining Advertiser from breaching this Section XIV, and to recover from Advertiser the reasonable attorneys’ fees and costs ViralSparks incurs in obtaining such remedies.

XII.WARRANTY DISCLAIMER

THE ADVERTISER EXPRESSLY AGREES THAT THE USE OF THE WEBSITE, ADVERTISING PLATFORM, AND ANY RELATED SERVICE PROVIDED BY VIRALSPARKS IS AT THE ADVERTISER’S OWN RISK. VIRALSPARKS WEBSITE, ADVERTISING PLATFORM, AND RELATED SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER VIRALSPARKS NOR ANY OF ITS LICENSORS, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE WEBSITE, ADVERTISING PLATFORM, ANY INFORMATION, SERVICES, OR PRODUCTS PROVIDED, OR AVAILABLE THROUGH, OR IN CONNECTION WITH WEBSITE ,OR ADVERTISING PLATFORM, OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. VIRALSPARKS HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, LICENSORS AND/OR LICENSEES OF ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION: ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF THE WEBSITE, ADVERTISING PLATFORM, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH VIRALSPARKS; AND ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THIS LIMITED WARRANTY GIVES THE ADVERTISER SPECIFIC LEGAL RIGHTS, AND THE ADVERTISER MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.

XVI. LIMITATION OF LIABILITY

VIRALSPARKS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE,

ADVERTISING PLATFORM, AND/OR ANY OVER SERVICES RELATED TO VIRALSPARKS, OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THE ADVERTISER AGREES THAT VIRALSPARKS WILL NOT BE HELD RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO VIRALSPARKS INFLUENCERS, IN CONNECTION WITH VIRALSPARKS AND/OR SITES LINKED TO VIRALSPARKS, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM VIRALSPARKS CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE WEBSITE, ADVERTISING PLATFORM, AND RELATED SERVICES.

XVII. ALLOCATION OF RISKS

YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONBLE ALLOCATION OF RISKS; (B) THAT ADVERTISER AND VIRALSPARKS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. ADVERTISER ACKOWLEDGES THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS BETWEEN ADVERTISER AND VIRALSPARKS.

XIII. ASSIGNMENT; CHANGE OF CONTROL

Advertiser shall not assign any of its rights or obligations under this Agreement, in whole or in part, without ViralSparks written consent. ViralSparks may at any time assign, in whole or in part, its rights or obligations under this Agreement without the consent of and without prior notification to Advertiser.

XIV.MODIFICATIONS

ViralSparks reserves the right, at its sole discretion, to modify this Agreement, at any time and without prior notice. If ViralSparks modifies this Agreement we will post the modification on Our website. By continuing to access or use the Advertising Platform after we have posted a modification or have provided You with notice of a modification, You are indicating that You agree to be bound by the modified Agreement. It is important for You to frequently review these Terms and Conditions and Privacy Policy on the Website to ensure that You are updated on the latest modifications to this Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the Advertising Platform, the Website, and any related services pursuant to the terms of this Agreement.

XV.ENTIRE AGREEMENT

This Agreement is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding and terminating all previous communications, representations or Agreements, whether written or oral between the Parties relating to the services provided hereunder.

XVI.COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be an original or copy and all of which together shall constitute one instrument.

Advertising and Creative Guidelines

Advertiser shall abide by each of the following guidelines with respect to its Ads. If Advertiser breaches any of the guidelines below as determined by ViralSparks in its sole discretion, ViralSparks may suspend and/or terminate Your account without notice to You. Contact the Legal Department if You have any questions.

Attribution

All ads must include the name of the Advertiser that brought the ad.

Audio

An ad that includes audio must have an “off” button.

Business Opportunities

These include offers for work-at-home, vending machines, display racks, pay phones, “get rich quick,” day trading and medical billing opportunities. The ad will be canceled upon the first consumer complaint. In addition, the ad must not:

•Promise good pay in a short period of time with little effort.

•Make high earnings claims.

•Tout an atypical result without informing consumers that the result is not typical.

Children Under 18 – Ads Targeting

The ad must not:

•Promote an adult product, service or behavior or be otherwise inappropriate for children.

•Seek to take advantage of children’s inexperience or naïveté. If the ad or its landing page collect personal information from children under 13:

•The advertiser must certify that it is COPPA-compliant.

Credit Offers

The ad must not:

•Offer extremely low rates or payments.

•Promise that it can get consumers the lowest rates available.

•Offer loans for free, at no cost or without fees.

•Promise success in obtaining a loan for a consumer, in exchange for an advance fee.

For ads promoting mortgages and refinances, the ad must clearly disclose the items below, if the ad includes: (1) the amount of any payment; (2) the number of payments or period of repayment; (3) the amount of any finance charge; or (4) the amount of any down payment:

•the amount of any down payment;

•the length of the loan and the amount of each payment; and

•the annual percentage rate.

Deceptive Ads

The ad must not:

•Mislead, deceive, or confuse users, including misleading users into visiting another site or downloading files.

•Be distinguishable from website content (i.e. the ad must not make it difficult for users to tell whether it is looking at website content or ad content).

•Contain malicious or exploit code.

•Change/replace the links of the site/in the site.

•Where applicable, in-text link shall be clear and obvious to users.

Dietary Supplements

These include vitamins, minerals, amino acids, enzymes, herbs, and animal extracts. The ad must not promote: ephedra (ma huang), chaparral, comfrey, lobelia, germanda, L-tryptophan, willow bark, germanium, dieter’s teas or magnolia-stephania preparations. The ad must not claim that the product:

•Can cure or treat a disease, including (but not limited to) cancer, AIDS, AD/HD, Alzheimer’s, tumors, insomnia, arthritis or impotency.

•Can cure a wide range of ailments.

•Is a natural or safe alternative to prescription drugs.

E-mail Promoters

The advertiser must certify that it complies with the CAN SPAM Act.

“Free” Offers

The ad must clearly disclose:

•Any required purchase.

•Any other important conditions on receiving the “free” item. If these non- purchase conditions appear by link or on the landing page, the ad must clearly state “conditions apply.”

Free Trial Offers

The ad must clearly disclose or link to:

•The length of the free trial period.

•How to cancel, and by when, to avoid any charge.

•If, after the trial, the consumer will receive periodic product shipments: o The total cost of each shipment;

o The frequency of shipments;

o Any minimum purchase requirement; and o Any other important conditions of the offer.

The ad must clearly disclose or link to:

•Activation or initiation fees;

•Any recurring charges;

•Any required contract term;

•Any early termination fees;

•The number of peak and off-peak minutes and the hours they apply;

•Charges for excess minutes;

•Whether charges apply for calls that are out of network or out of a certain geographic area;

•Whether the offer is for only a limited period and, if so, the fees for the remainder of the contract; and

•Any additional fees, taxes or surcharges and the amount of these kept by the carrier.

Testimonials

The testimonial must not:

•Make a claim that is too good to be true. The testimonial must:

•Be made by an actual user of the product and reflect his/her honest opinions.

•Make a claim that is true for every consumer, unless there’s an adequate disclosure.

Trademarks or Logos – Use of a Third Party’s

The ad must not use them in a way that could:

•Negatively reflect on the third Party or its brand.

•Lead to consumer confusion between the third Party and the Advertiser.

•Imply sponsorship, endorsement or affiliation between the Advertiser and the third Party.

Video

An ad that includes video must include a functioning “stop” button.

Health or Safety Claims

The ad must not:

•Make claims touching on health or safety that are too good to be true.

•Make claims that could reasonably involve a risk to health or safety.

Weight Loss Products or Plans

The ad must not state or imply that:

•The product or plan will lead to substantial weight loss for all users.

•The product or plan will lead to permanent weight loss.

•Users can eat as much as they want or whatever they want and lose weight.

•The product leads to substantial weight loss without the need for diet or exercise.

•Users can lose fat from specific body parts.

•The product blocks or absorbs fat or calories.

•The product causes the user to lose weight when applied to the body or skin (e.g., a cream or patch).

•Users can lose more than three pounds per week for more than four weeks.

•Tout an atypical result without informing consumers that the result is not typical.