1.1 Client hereby engages AdChemists to provide the Services identified in one or more Statement(s) of Work (each an “SOW”) executed by the Parties from time to time, each of which is incorporated herein by reference and made a part hereof as if fully set forth herein.

1.2 Conflict Between Agreements. In the event of a conflict between any term of this Agreement and any SOW, this Agreement will control. AdChemists is solely responsible for determining the method, details, means and manner for performing the Services specified in an SOW.

1.3 Services Standards. AdChemists will use commercially reasonable efforts in the performance of the Services.

1.4 Account Representative. During the Term, each Party will make available an individual representative who will serve as the primary point of contact in dealing with the other Party during the Term of this Agreement (each representative an “Account Representative”). Each Account Representative: (a) must be reasonably acceptable to the other Party and, (b) will communicate regularly with the other Party’s Account Representative. The Client’s Account Representative will have the power and authority to make routine decisions with respect to actions taken by AdChemists in the ordinary course of day-to-day management of Client’s account with AdChemists and, to bind the Client with any authorization as may be required from time to time for any approvals related to matters including but not limited to the Services, additional work, charges, fees, and third party fees.

1.5 Independent Contractor Status of the Parties. The Parties and their respective personnel are, and will continue to be, independent contractors with respect to each other. By virtue of this Agreement, neither Party or its personnel and contractors will become, and under no circumstances will be construed as being, an employee, agent, joint venturer, partner or affiliate of the other Party or as standing in any relationship with respect to the other Party that would impose liability on the other Party for the actions or omissions of such Party, its personnel or its contractors.

1.6 Authority. Each Party represents and warrants that (a) it has the full power and authority to enter into this Agreement; and (b) this Agreement has been executed by a duly authorized representative of such Party and contains the valid and binding obligations and agreements of such Party, enforceable against such Party, in accordance with all of the terms contained herein, subject to enforcement of applicable bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights.

1.7 Compliance with Laws. Each Party represents and warrants that it will comply with all applicable laws and regulations in its performance of its obligations hereunder.

2.1 Fees. In consideration of the Services provided to Client by AdChemists under this Agreement, Client will pay AdChemists the fees as set forth in the Schedule of Fees incorporated herein by reference and made a part hereof as if fully set forth herein.

2.2 Prior Approval of Expenditures and Campaign Materials. AdChemists will secure Client’s prior written approval before making any expenditure or commitment on Client’s behalf or before releasing any material to any third party under the terms of any SOW. Client must approve, and will be solely responsible for all rights with respect to, all creative materials used in executing the Services, including but not limited to keywords, ad copy, photographs, sketches, copy, layouts, transcripts, film, artwork, designs and advertisements (collectively, the “Advertisements”). Email will be a sufficient form for seeking approval for and communicating Client’s approval of the Advertisements.

2.3 Payment Process. Client will be invoiced on the first day of each month for the previous month’s Services. Invoices are payable Net 30 via ACH. All invoices for media purchases will be issued by the third party directly to Client and will be payable by Client in accordance with the terms and conditions of the third party (each, a “Media Provider”). Unless agreed upon in advance in the Schedule of Fees, all third party media costs, including but not limited to those from Google, Yahoo!, Bing and other search, social and display advertising platforms, will be payable directly by Client. Without limiting the foregoing, Client will reimburse AdChemists for any and all expenses, including but not limited to media costs paid on behalf of the Client which amounts AdChemists may bill for as part of the Services in accordance with this Section 2.4 , at the rates set forth in the Schedule of Fees. AdChemists will use commercially reasonable efforts to obtain invoices on a timely basis for the costs of media from the Media Providers. AdChemists will not be held responsible for any charges, fees, interest or the like due to the Media Providers in the event that Client fails to make payment and/or fails to timely pay the fee due to any Media Provider.

2.4 Payment Liability. Client agrees: (i) to make payment to AdChemists, either directly or through a designee, on the terms and at the rates indicated in the Schedule of Fees; (ii) to be responsible for, or immediately to reimburse upon presentment, any and all, costs, expenses and reasonable attorneys’ fees incurred by AdChemists in recovering any unpaid invoices by Client; (iii) that all decisions to grant credit or require advance payment are at the sole discretion of Silverback; (iv) that any late payments made by Client to AdChemists will constitute a breach of this Agreement and, if said breach is not cured following three days written notice from AdChemists, the breach will be grounds for immediate termination of all Services in any SOW, and the Client’s unpaid balance will accrue interest at the rate of one (1%) percent per month or the amount applicable by law, whichever is greater; and (v) that Client is solely liable for all media costs incurred during the Term of this Agreement. If a request to pause the campaign is made electronically by Client, the Client must also telephone AdChemists to confirm AdChemists’s receipt of the request to pause the campaign. If the Client fails to confirm AdChemists’s receipt of their request to pause the campaign, AdChemists is not responsible for any charges incurred by Client during this period.

2.5 Reporting. AdChemists will provide or grant access to the reporting ordinarily made available from the Media Providers upon the request of Client, either electronically or in writing, on a weekly or monthly basis, unless otherwise described in the SOW.

The Term of this Agreement commences on the Effective Date and will continue for 12 months (the “Initial Term”). Thereafter, this Agreement will automatically renew on a month-to-month basis (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either Party provides the other Party with prior written notice of at least sixty (60) days indicating their intent to terminate the Services prior to the expiration of the then-current Term. For clarity (i) upon any expiration of termination of this Agreement, all SOWs will expire, (ii) an SOW may expire or terminate on its own without affecting the continuation of this Agreement or any other SOW.

4.1 AdChemists’s Termination for Breach. Following any breach of any material term of this Agreement by a Party, the non-breaching Party may, after fifteen (15) days advance written notice identifying the specific breach, elect to terminate this Agreement or any SOW if the breaching Party has not cured said breach within such fifteen (15) day period following receipt of such notice.

4.2 Obligations Upon Termination. Upon termination of this Agreement for any reason, and full payment for any Services or related costs owed to AdChemists, AdChemists will transfer to Client or any third party designated by Client the campaign data consisting of any available reservations and contract information with Media Providers and by assigning where permitted any arrangements with Media Providers or others for Advertisement space and the rights and claims thereto and therein (the “Data Transfer”). During this Data Transfer, Client will pay AdChemists its hourly rate of $200 per hour for any Services undertaken to effectuate the Data Transfer. Upon Client’s written request, AdChemists will during the Data Transfer attempt to cancel (where permitted) any contracts designated by Client that are not to be performed after expiration of the Data Transfer, it being understood by Client that in some cases such cancellation may result in cancellation fees due from Client to the applicable Media Provider.

5.1 Confidential Information.

(a) Both Parties acknowledge that during the Term of this Agreement, each Party will have access to and contact with Confidential Information (as defined in this Section below) of the other Party. The Parties agree they will not (i) use any Confidential Information for its own benefit or for the benefit of any third party, and (ii) disclose any Confidential Information to any third party who does not have a need to know such Confidential Information in connection with the activities contemplated under this Agreement and if so disclosed will do so only under an obligation regarding the use and non-disclosure of such Confidential Information that is at least as protective as the obligation set forth in this Agreement. Each Party will protect the Confidential Information of the other Party using efforts consistent with those used to protect its own Confidential Information, but in no event less that a reasonable degree of care, and will use Confidential Information only for the purpose of the relationship and Services contemplated by this Agreement.
(b) For purposes of this Agreement, “Confidential Information” means, by way of illustration and not limitation, any and all information concerning the business of either Party or either Party’s customers, Work Product (defined below), written records pertaining to Work Product, vendor information, equipment, trade secrets including client lists, processes, research, reports, technical data, know-how, marketing or business plans, forecasts, tax information, unpublished financial information or business results, budgets, prices, costs and employee lists that are communicated to, learned of, developed or otherwise acquired by either Party during the Term of this Agreement and thereafter.
(c) The Parties’ obligations under this Section 5.1 will not apply to any information that: (i) was rightfully possessed by either Party before it was received from the other Party; (ii) is independently developed by either Party without reference to the other Party's’ Confidential Information; (iii) is subsequently furnished to either Party by a third party not under any obligation of confidentiality with respect to such information or data, and without restrictions on use or disclosure; or (iv) is or becomes public or available to the general public through means other than by any act or default of either Party.
(d) Upon termination or expiration of this Agreement or SOW for any reason and, in any event, upon one Party's request to the other, the requested Party will deliver to the other Party all Confidential Information in its possession; provided, that either Party may retain archival copies stored electronically (e.g., on backup tapes) solely for archival purposes.
5.2 Ownership of Work Product. Upon payment of all fees due hereunder, Client will own all right, title and interest in and to all intellectual property and work product created for Client by AdChemists under this Agreement that Client approves for use, including without limitation any work, media plans, research, ad copy, photographs, advertisement, promotion, keywords, campaigns, accounts preliminary drafts, plans for advertising, sketches, copy, layouts, transcripts, film, artwork, data and designs that are created by AdChemists during the performance of the Services (collectively, the "Work Product").

5.3 Remedies. Each Party acknowledges that any breach of any of the provisions of this Section 5 by it may result in serious and irreparable injury to the non-breaching Party for which the non-breaching Party may not be adequately compensated by monetary damages alone. Therefore, each Party agrees that, in addition to any other remedy it may have at law or otherwise, the non-breaching Party will be entitled to seek both temporary and permanent injunctive relief to the extent permitted by law without requiring the posting of a bond.

6.1 AdChemists represents and warrants that (a) it has the full power and authority to enter into and perform this Agreement, (b) all obligations to be performed hereunder will be performed with all reasonable care, skill and diligence (c) it has all necessary and appropriate rights to fulfill its obligations hereunder, (d) it will comply at all times with all laws and regulations applicable to AdChemists in any jurisdiction in which AdChemists acts, (e) its Services will be performed in a professional and workmanlike manner in accordance with applicable professional standards, (f) the individual executing this Agreement on behalf of AdChemists is authorized to do so, and (g) it has and will have no financial interest in any Media Provider from which AdChemists contracts for Services on behalf of Client under this Agreement. AdChemists will complete any work not in compliance with this warranty that is brought to the attention of AdChemists by Client in writing within thirty (30) days of such written notice from Client.

6.2 Disclaimer. THE PRECEDING PARAGRAPHS CONTAIN ADCHEMISTS’S ONLY WARRANTIES CONCERNING THE SERVICES AND ALL OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.