eSpot Digital Limited  
TERMS AND CONDITIONS OF BUSINESS
The following outlines the terms and conditions between eSpot Digital Limited (“eSpot”) and the client (“Advertiser”)

1. OBLIGATIONS OF ESPOT
   eSpot shall:
   
   1. Ensure that it and its’ Network Partners provide the services set out in the IO (“Services”) to the Advertiser; and
   2. calculate the impression and click through numbers.  [With respect to the calculation of click through numbers, the absence of a referring URL shall not preclude the recognition of a valid click, considering that certain advertising media, such as interstitial, NetEzine, and GetPaid4 bar advertisements are not associated with referring URLs, hence, referring URLs are not relevant to the verification of such clicks].  If the Advertiser disagrees with any such calculation, a written request for review should be sent immediately to eSpot.  eSpot shall provide the Advertiser with a review of such numbers, which shall be final and binding on the Advertiser.
   3. Post click activity is defined as; a user viewing a display ad whether it be a IAB standard format, a full page view, or otherwise; being cookied, and subsequently performing the required action be that a purchase or submission of information or otherwise.
2. OBLIGATIONS OF THE ADVERTISER
   The Advertiser shall:
   1. pay eSpot the charges at the rate and within the timeframe set out in the IO.  Credit Terms will be subject to change, dependant upon satisfactory credit checks being conducted by eSpot.  In the event the IO is silent on the time for payment, the Advertiser shall pay the charges within 30 days of receipt of eSpot invoice in relation thereto;
   2. in relation to overdue payments, pay eSpot such sums as calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002;  
   3. in the event of delays caused by the Advertiser due to creatives, URLs or wish lists, within 4 days of the agreed live date, pay an additional sum equal to 5% of the value of this Agreement to eSpot to accrue daily until such time as the relevant advertising material is received by eSpot;
   4. not cancel any live campaign if the minimum order value, specified by Network Partner, has not been reached.  In the event that the advertising campaign is cancelled by the Advertiser, pay eSpot a sum equal to 50% of the value of this Agreement (which will be invoiced by eSpot in the usual way) OR, if 50% of the value of this Agreement is under the minimum order value specified by the Network Partner, pay the full minimum order value owing;
   5. grant to eSpot the right and permission to publish the Advertiser’s name and any graphical representation of the Advertiser in relation to any work described in the IO, for  promotional, advertising or publicity materials purposes of eSpot ; and
   6. not do anything which might impair the reputation or goodwill of eSpot.
   7. understand and agree that invoiceable clicks and/or results are based upon reports provided by eSpot and will not be superseded by Advertiser statistics.  Any reporting issues should be directed to eSpot as explained in clause 1.2 of this document.
   8. agree not to auto-install executables, audio, prompted executables, hidden browser windows, or other non-specified and questionable media content upon the inventory of eSpot and the Network Partners without prior written consent of eSpot and the Network Partners. Violators of this restriction will be subject to immediate termination, legal action for user and brand damages, and a financial penalty by eSpot.  Agencies, Brokers, and Media Buyers representing advertisers are completely responsible for all and any such activity on this campaign and will be considered completely liable.
   9. provide eSpot with new creative, collateral or copy for campaigns when a request is made by eSpot, providing eSpot provides the Advertiser with proof of necessity including comparative CTR or effective CPM figures.
   10. acknowledge that according to eSpot contractual obligations with its’ Network Partner, the Network Partner is entitled, in certain events, to collect its share in the revenues on behalf of the Advertiser directly from the Advertiser.  The Advertiser hereby agrees to make such payments directly to the Network Partner when so required, according to the Network Partners instructions, and pay the remainder to eSpot.
3. PRICING
   1. eSpot reserves the right, by giving notice to the Advertiser at any time before carrying out the Services, to increase the price of the Services to reflect any increase in the cost to eSpot which is due to any factor beyond the control of eSpot (including without limitation, increase in the costs of the media provided via eSpot, any foreign exchange fluctuation, currency regulation, alteration of duties, materials or other costs of service), any change in Service delivery dates, quantities specifications for the Services which is requested by the Advertiser or any delay caused by any instructions of the Advertiser or failure of the Advertiser to give eSpot adequate information or instructions.
4. TERMINATION
   1. Subject to clause 2.4, either party may terminate this Agreement without cause immediately upon giving the other 7 days prior written notice.
   2. Either party may terminate this Agreement by giving written notice to the other if the other commits any material breach of this Agreement, including non-payment, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors.
5. CONFIDENTIALITY
   All information disclosed by either party to the other in pursuance of or in connection with this Agreement shall be treated as confidential and each party undertakes not to disclose, publish or divulge any part thereof to any person other than its own employees, agents or representatives who are required to have such information for the performance of any of their obligations hereunder, except to the extent that it is now or subsequently through no fault of the party in question becomes public knowledge, or the party in question is required by law to disclose the information.
6. WARRANTIES AND LIABILITY
   1. All warranties, conditions or other terms implied by statute or otherwise are excluded to the fullest extent permitted by law.
   2. Except in the case of death or personal injury caused by eSpot’s negligence, or fraudulent misrepresentation, eSpot will have no liability to the Advertiser for any representation, or under any express or implied term or any duty as common law or otherwise, for loss of profit or any special, indirect or consequential loss, damages or expenses arising out of or in connection with the provision of the Services.
   3. Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is caused by circumstances beyond its reasonable control which shall include, an Act of God, war, natural disaster, fire, flood, act of terrorism, explosion or earthquake. 
   4. The Advertiser agrees to maintain the highest industry standards at all times and shall not submit to eSpot or any Network Partner any advertising material which might be obscene, libelous or otherwise illegal under the laws of any territory. The advertiser also agrees that eSpot and/or Network Partner reserves the right in their sole discretion to refuse any advertisement that it deems inappropriate for any reason.
   5. The Advertiser warrants that it has the right to publish the contents of any advertisement and that they do not infringe the rights of any third parties. 
   6. The Advertiser shall indemnify eSpot against any and all claims, demands, losses, damages, liabilities, costs and expenses arising out of or by reason of any breach by the Advertiser of this Agreement.
7. MISCELLANEOUS
   1. This Agreement is personal to the Advertiser, and the Advertiser is not entitled to assign, mortgage, charge or otherwise transfer any of its rights under this Agreement, without eSpot’s prior written consent.
   2. Any notices given under this Agreement shall be given by registered or recorded delivery, or fax to the respective addresses of eSpot and the Advertiser as set out in the IO (or such other address as either party has specified by notice to the other) and be deemed to be received two working days after posting and in the case of fax, on confirmation of a successful transmission.
   3. This Agreement constitutes the entire agreement of the parties and may not be modified except by an instrument in writing signed by the duly authorised representatives of the other party.
   4. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the other provisions of this Agreement and the remainder of the affected provision shall continue to be valid.
   5. This Agreement shall be governed by the laws of England and the parties each submit to the non-exclusive jurisdiction of the English courts.