Sinclair Digital Agency's Provision of Services and Reservation of Rights

The Terms of Your Relationship with Sinclair Digital Agency

This Advertising Agreement (this "Agreement") is entered into as of the date shown in the “Advertising Package Details” section set forth above or agreed to separately by the parties, by and between Sinclair Digital Agency, and the undersigned advertiser (the "Advertiser", “you” or “your”). Any additional or different terms including terms in any purchase order or order confirmation will have no effect unless expressly agreed to in writing by Sinclair Digital Agency and notice of objection to them is hereby given. Neither Sinclair Digital Agency’s acknowledgment of a purchase order nor Sinclair Digital Agency’s failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof..

Authorization and Payment

You hereby authorize the Agreement as described in the Advertising Package Details and this Agreement. You assume full responsibility for payment of all charges for said advertisements and services, including any applicable sales, telecommunication, excise or similar taxes, to the payment method that you provided at the time of subscription activation, whether placed individually or through your authorized agents or delegates. By your electronic signature below, you confirm that you are authorized to bind your company or firm to the terms set forth in this Agreement, that all information you have submitted in connection with this Agreement is complete and correct, that the terms set forth herein become a binding contract upon you, your company or your firm and that you and your company or firm each have the necessary financial ability and willingness to pay for all goods and/or services promptly and in accordance with all applicable terms and conditions. Sinclair Digital Agency shall be entitled to claim interest on any overdue amount at the rate of 1.5% per month. If you do not pay any overdue amount within fifteen (15) days of a written delinquency notice, Sinclair Digital Agency may suspend performance of any or all services, without limitation or waiver of any other right or remedy available under this Agreement or at law. If Sinclair Digital Agency is required to retain a collection agency or attorney to collect any overdue payment, all reasonable collection costs, including but not limited to attorneys’ fees, will be paid by you.

Term and Termination

The term of this Agreement shall be a fixed period specified in the Advertising Package Details and, unless either party provides the other with written notice (email is sufficient as written notice) of termination at least fifteen (15) business days prior to the end of the initial Agreement term, the Agreement shall renew automatically for successive one-month extension terms thereafter and Sinclair Digital Agency will charge the credit card you provided upon activation, unless you provide Sinclair Digital Agency with an alternate payment method prior to expiration of the then-current initial or extension term. During this month-to-month extension period, either party may terminate the Agreement by providing written notice (email is sufficient as written notice) to the other at least fifteen (15) business days prior to the end of the then-current monthly period. If you received promotional or discount pricing (i.e., pricing below Sinclair Digital Agency’s list prices, including any free trial) during the initial term, you will be charged list prices during any month-to-month extension period. In the case of a free trial, Sinclair Digital Agency may, in its sole discretion, notify you that your free trial is about to expire or has expired. Whether or not Sinclair Digital Agency elects to warn you about the expiration of your free trial, if you fail to cancel your subscription before the end of your free trial, you will be responsible for all charges applicable to the initial Agreement term in accordance with the terms set forth in the section above entitled “Authorization and Payment”. If you are a current Sinclair Digital Agency subscriber to a specific service or have previously participated in a free trial for a specific service, you are not eligible to receive a free trial for the same service.

Sinclair Digital Agency reserves the right, upon thirty (30) days' prior notice to you via fax or email, to adjust pricing under this Agreement, after the end of the agreement term of your contract. Any changes to your pricing will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current term.

Either party may terminate this Agreement at any time in the event of a material breach of the Agreement by the other party where such breaching party does not cure such breach within thirty (30) days of written notice thereof. In the event of a termination for Sinclair Digital Agency’s uncured material breach of the Agreement, Sinclair Digital Agency will refund to Advertiser any fees applicable to the period during which Sinclair Digital Agency was in breach of the Agreement.

To cancel your subscription, please send written notice via email (cancel@sparksmb.com) or call customer service at 866-413-9530 during business hours of 7am-4pm PST (M-F). Cancellation requests sent to any other telephone number, email or contact may not be received or processed.

Your Responsibilities

Advertiser hereby warrants and represents that (a) it will not make use of any of the services covered under this Agreement for any of the purposes described in the second paragraph of the section below entitled “Sinclair Digital Agency’s Provision of Services and Reservation of Rights”; (b) it has full power and authority to enter into this Agreement and comply with the terms and conditions hereof; (c) the person executing this Agreement on its behalf has been properly authorized and empowered to enter into this Agreement; (d) its listings, logo, profile page and website and any content or copy therein will not infringe the intellectual property rights of any third party or be in violation of any Legal Requirements, and you have obtained any releases or clearances required to use any of the foregoing; (e) the performance of its obligations under this Agreement is not and will not be in violation of any other contract, agreement or understanding to which it is a party or by which it is bound, including but not limited to any code of ethics or professional code of responsibility or ethics (e.g., bar association ethics rules); (f) it will at all times comply with all the terms and conditions of this Agreement; and (g) it will at all times comply with all Legal Requirements when fulfilling its obligations under this Agreement.

If anyone brings a claim against Sinclair Digital Agency related to your actions, content or information furnished by you, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

"Legal Requirements" means all applicable federal, state, local, and foreign laws, rules, regulations, governmental permits and other binding determinations of any governmental authority, whether they are in effect on the date of this Agreement or come into effect at any time before this Agreement is terminated. Legal Requirements include, but are not limited to federal, state and local laws and regulations pertaining to (i) the Payment Card Industry (PCI) Data Security Standard; (ii) the CAN-SPAM Act of 2003; (iii) the Children’s Online Privacy Protection Act of 2008 (COPPA); (iii) other data privacy regulations or standards including but not limited to the Network Advertising Initiative (NAI)’s industry privacy standards; and (iv) the laws or regulations of the FTC and state Unfair and Deceptive Trade Practices Acts or "Little FTC Acts”..

You will have three (3) business days to approve your advertisement. If we don’t hear from you within three days, we will automatically approve and publish your ad. You have the opportunity to make edits to your ad at any time.

Product- or Service-Specific Information

(these provisions will only be applicable if you have purchased or subscribed for the product or service referenced below)

Sinclair Digital Agency’s Provision of Services and Reservation of Rights

Sinclair Digital Agency agrees to use commercially reasonable efforts to provide the services outlined in the Advertising Package Details to the Advertiser but makes no express or implied representations or warranties regarding Sinclair Digital Agency or any services or information provided by any employee or agent of Sinclair Digital Agency. Any implied warranties of merchantability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, Sinclair Digital Agency makes no representation that the operation of any Sinclair Digital Agency website will be uninterrupted or error-free, and Sinclair Digital Agency will not be liable for the consequences of any interruptions, downtime or errors. You hereby grant to Sinclair Digital Agency, during the term of this Agreement, a non-exclusive, royalty-free, worldwide license to use your trade names, trademarks, service names, and other proprietary marks and/or copyrightable materials supplied by you (including but not limited to your listings, logo, profile page and website and any content or copy therein) as is reasonably necessary to perform Sinclair Digital Agency’s obligations under this Agreement and to permit Sinclair Digital Agency to identify Advertiser as a customer of Sinclair Digital Agency (so long as Advertiser is not identified with any greater prominence than any other Sinclair Digital Agency customer so identified)

Sinclair Digital Agency reserves the right to refuse to run any advertisement that (i) is obscene, pornographic, profane, fraudulent, libelous, defamatory, abusive or harassing, (ii) promotes violence or contains hate speech, (iii) infringes upon or otherwise violates the proprietary rights of another entity or (iv) advertises or promotes any illegal activity, service or merchandise.

If, in Sinclair Digital Agency’s sole discretion, its agreement or arrangement with the applicable media company or publisher owning or operating the primary website(s) on which Advertiser’s listings are displayed, and to which reference is made in the Advertising Package Details summarizing the terms of your order, terminates, expires, or changes in such a way as to have a material adverse effect on Sinclair Digital Agency’s ability to deliver the promised placement, Sinclair Digital Agency reserves the right, in its sole discretion, to either (1) cancel the Agreement with seven (7) days’ written notice, in which case Sinclair Digital Agency will refund any fees paid for the then-current term on a pro rata basis based on the time remaining in the then-current term; or (2) substitute an equivalent placement (as determined in Sinclair Digital Agency’s discretion) within the same market on similar websites and/or mobile applications.

Limitation of Liability

NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER SINCLAIR DIGITAL AGENCY NOR ITS SUPPLIERS WILL BE LIABLE TO ADVERTISER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF SINCLAIR DIGITAL AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SINCLAIR DIGITAL AGENCY'S CUMULATIVE LIABILITY TO ADVERTISER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED $1,000.

Miscellaneous

Neither the rights nor the obligations arising under this Agreement are assignable by Advertiser, and any such attempted assignment or transfer shall be void and without effect. Sinclair Digital Agency has the right to freely assign or transfer this Agreement. This Agreement shall be governed by the laws of the State of Washington, without reference to conflict of laws principles. The United Nations Convention on the Sale of Goods does not apply to this Agreement. Sinclair Digital Agency and Advertiser consent to exclusive jurisdiction and venue in the federal courts sitting in the King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on any party in the manner authorized by applicable law or court rule. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and Sinclair Digital Agency specifically agree to do so in writing. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Advertiser may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both parties.