General Terms and Conditions

This Master Advertising Agency Services Agreement (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between Ardent Creative Inc., a Texas corporation with offices located at 440 S Main St. Fort Worth, TX 76104 (“Ardent Creative”) and the entity named above (“Customer”).

Agreement

1. Agreement Scope.  This Agreement is a master agreement that provides for the provision by Ardent Creative to Customer of Services or any Additional Services, ordered by Customer hereunder, pursuant to one or more SOW(s) which are executed by and between Customer and Ardent Creative and which reference and incorporate by reference the terms and conditions of this Agreement.  Accordingly, the parties may at any time during the Term of this Agreement execute SOWs under which Services may be provided by Ardent Creative to Customer, subject to the terms and conditions set forth in the applicable SOW and the terms and conditions of this Agreement.  The Affiliates of either party may also enter into SOWs pursuant to the terms and conditions of this Agreement during the term of this Agreement.  As used herein, the terms “Customer”, “Ardent Creative”, the “parties” and similar terms shall also include each party’s respective Affiliates who enter into one or more SOW(s) to this Agreement.   Each SOW shall constitute a supplement to this Agreement and shall be deemed to incorporate all of the terms and conditions of this Agreement.  The terms and conditions of this Agreement shall control over any conflicting terms and conditions in an SOW, except to the extent that an SOW specifically states that the SOW (or certain provisions within a Schedule) shall prevail in the event of any such conflict and such additional or alternate terms shall apply solely to the SOW containing such terms

2. Entire Agreement.  This Agreement, together with any Exhibits (including but not limited to the attached Exhibit A) and any SOWs, attached hereto, or which are later executed by the parties and expressly reference this Agreement (all of which are hereby incorporated herein by this reference), along with any valid amendments hereto, completely and exclusively state the entire agreement of the parties regarding the subject matter herein, and this Agreement supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.  For the avoidance of doubt, any terms or conditions on any Customer generated purchase order or similar document are expressly excluded from this Agreement. This Agreement shall not be modified except by a subsequently dated, written amendment signed on behalf of Ardent Creative and Customer by their duly authorized representatives.

In Witness Whereof, the parties have executed this Agreement by their duly authorized representatives.

Exhibit A

Ardent Creative Inc. Services Terms and Conditions

These Ardent Creative Inc. Services Terms and Conditions, are made an integral part of the Master Advertising Agency Services Agreement and set forth the terms and conditions which, along with any additional terms included in an applicable SOW, govern the provision of Services set forth in each applicable SOW. In the event of any inconsistencies between the terms and conditions of the Agreement and the terms and conditions of an SOW, the terms and conditions of the SOW shall govern solely to the extent necessary to resolve said conflict and then only as it pertains to the applicable SOW.

Definitions

The following capitalized terms shall have the meaning set forth below.  Other defined terms shall have the meanings set forth where they are first underlined.

“Affiliate(s)” shall mean an entity that is either controlled by or under common control with a party.

“Customer” means the entity named on the cover page to this Agreement, and its Affiliates.

“Deliverables” means any original works of authorship, content or materials which were created by Ardent Creative exclusively for Customer and which are delivered to Customer in connection with the performance of Services.

“SOW” or “Statement of Work” means a Ardent Creative order form, pursuant to which Customer may define Services to be performed by Ardent Creative from time to time and which references this Agreement and which are signed by the parties.

“Services” means the search engine marketing and related services, and/or other services to be provided by Ardent Creative to Customer, as described in one or more applicable SOWs.

“Ardent Creative Intellectual Property” means all methodologies, know-how, processes, technologies, software (including related source code, object code and documentation, tools, devices, computer system designs, documentation, ideas, trade secrets, data, discoveries or inventions (whether or not patentable), products, user interfaces, database structure and other materials and information utilized by Ardent Creative in the performance of its Services under this Agreement or any SOW including any related modifications, improvements, enhancements or derivative works, which are owned or developed by or on behalf of Ardent Creative or its licensors prior to the Effective Date, or which Ardent Creative or its licensors developed or develop for a third party or itself at any time thereafter and whether or not delivered to Customer under this Agreement or an SOW.

1. Services

Provision of Services. In consideration of the payment by Customer to Ardent Creative of the applicable fees, Ardent Creative will provide to Customer the Services indicated on each applicable SOW.

Subcontractors.  Ardent Creative reserves the right to use subcontractors or Affiliates to perform Services on Ardent Creative’s behalf.  Ardent Creative will be responsible for the acts or omissions of each subcontractor or Affiliate of Ardent Creative and for their compliance with all of the terms and conditions of this Agreement to the same extent as Ardent Creative is responsible for its own acts or omissions under this Agreement.

Additional Services.  In the event that in the future Customer desires to obtain from Ardent Creative additional Services, the parties may execute one or more additional SOWs, setting forth the additional Services to be provided by Ardent Creative to Customer, along with the applicable additional fees to be paid by Customer to Ardent Creative.

Customer Obligations.  Customer agrees to provide Ardent Creative with such cooperation, materials, information, access and support which Ardent Creative deems to be reasonably required to allow Ardent Creative to successfully provide the Services.   Customer understands and agrees that Ardent Creative’s obligations hereunder are expressly conditioned upon Customer timely providing such cooperation, materials, information, access and support.

Customer Content.  All of Customer’s data, including materials, records, scripts, content, intellectual property, and all other tangible or intangible property of Customer, pictures, photographs, diagrams, graphics, logos and videos of Customer, in each case to the extent provided to Ardent Creative by Customer or on behalf of Customer by third parties in connection with the Services (“Customer Content”) is and shall remain the exclusive property of Customer. Customer hereby grants to Ardent Creative a nonexclusive and royalty-free license to use such Customer Content solely in accordance with the terms of this Agreement and any applicable SOW.  Customer shall procure, at its own expense, all necessary rights, licenses, permissions, waivers, releases and all other agreements and documentation necessary to permit use of the Customer Content by Ardent Creative as required for incorporation or use in connection with the Services.

Customer Approval.  Customer bears sole responsibility for the final review and approval of all editorial, textual, deliverables, materials, including but not limited to scripts, printed material and web content, to ensure the accuracy, legality and completeness of all information contained therein prior to the use, publication or distribution of such content by Ardent Creative in connection with the performance of Services.

Third Party Sites.  Customer acknowledges that Ardent Creative has no control over Facebook, Yahoo, Google or any other third party web sites involved or used in connection with the provision of the Services (“Third Party Sites”), and that such sites may have technical difficulties, may change their APIs, may cancel or terminate certain programs, block certain data or may change their terms of service and rules.   Customer acknowledges that the use and access to Third Party Sites may be subject to certain terms and conditions, privacy policies and other requirements imposed by such sites (collectively “Third Party Terms”).  Such Third Party Terms may govern and impact Customer’s access to the sites as well as the use and provision of Services hereunder.  For example, some Third Party Terms may require Customer to convey certain intellectual property rights or grant licenses to the Third Party Site (or its affiliates) for any content uploaded, displayed or developed by or for Customer for use in connection with the Third Party Site.  Third Party Terms may also include restrictions and obligations regarding Customer’s collection, possession, handling, transfer and use of any data collected or generated in connection with the Third Party Site. Customer hereby confirms that it shall comply with all applicable Third Party Terms and agreed to defend and indemnity Ardent Creative regarding any claims or damages arising as a result of its breach of the foregoing.

Customer Policies. While on premises owned, controlled or hired by Customer, all Ardent Creative personnel shall conduct themselves in professional and workmanlike manner and shall comply with Customer’s health, safety and security policies of Customer to the extent made known to Ardent Creative.

1. Ownership

In the course of performing Services, Ardent Creative may, at the request of Customer, create Deliverables. Customer shall own all right title and interest in and to all Deliverables created by Ardent Creative at the request of Customer, including all intellectual property rights therein and thereto.  To the extent that Ardent Creative Intellectual Property is embedded within any Deliverables, as and how delivered, Ardent Creative hereby grants to Customer a perpetual, royalty-free, worldwide license, without the right to grant or authorize sublicenses, to use such Ardent Creative Intellectual Property solely in connection with Customer’s use of such Deliverables and not separate and apart from such Deliverables and the associated Services.  Nothing in this Agreement shall be deemed to prohibit Ardent Creative from using for any purpose any general knowledge, skills, techniques or methods it learns in the course of performing Services.

Ardent Creative Intellectual Property is and shall remain the sole and exclusive property of Ardent Creative and all right, title and interest therein or related thereto, including, without limitation, copyrights, trademarks, trade secrets, patents, and other intellectual property or proprietary rights, are hereby exclusively reserved by Ardent Creative.  Any third party content or technology licensed to Customer under an SOW in connection with the Services provided thereunder shall remain the property of the applicable third party licensor and Customer’s use thereof shall at all times be subject to the terms of this Agreement and the applicable end user licensing terms and conditions referenced and/or included in the applicable SOW.

1. Fees, Payment and Taxes

Fees and Invoices.  Fees for Services shall be set forth in the applicable SOW. Ardent Creative will invoice Customer monthly, in arrears.  Unless specifically stated otherwise in an applicable SOW, the Customer shall reimburse Ardent Creative for reasonable travel, accommodation, communications, equipment and out-of-pocket costs or expenses incurred in conjunction with the Services (“Expenses”), provided that Ardent Creative must obtain prior written approval before incurring any single Expense of more than $500.00.  Invoices for Expenses will be sent in the month following the month in which they were incurred and payable in accordance with the payment terms set forth herein.

Payment.  Unless otherwise specified on an SOW, all invoices will be paid in U.S dollars and are due within thirty (30) days of the date of the invoice, provided that invoices for media buys made by Ardent Creative on Customer’s behalf are due within fifteen (15) days of the date of the invoice. Payments will be made without right of set-off or chargeback.   All monetary amounts are specified and shall be paid in the lawful currency of the United States of America.  Customer shall pay all amounts due under this Agreement to Ardent Creative at the address set forth herein or such other location as Ardent Creative designates in writing. Any amount not paid when due may be subject to interest charges at the rate of one and one half percent (1.5%) per month or, the maximum rate permitted by law, whichever is more, determined and compounded on a daily basis from the date due until the date paid.

Unless otherwise stated in the SOW, Customer shall arrange for media purchases and payment directly with publisher/search engine.  Customer shall provide Ardent Creative with all necessary passwords, authority and account information to enable Ardent Creative to access Customer’s account/pages for purposes of providing the Services hereunder.

Taxes.  All amounts payable by Customer to Ardent Creative under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue, the provision of Services, the execution or performance of this Agreement or otherwise, and including without limitation all sales, use, excise, import or export, value added, governmental permit fees, license fees, and customs; provided, however, that Customer shall have no liability for any net income, net worth or franchise taxes assessed on Ardent Creative  by the United States or any state or local taxing authority.

1. Term and Termination

4.1  Term.  This Agreement shall commence on the Effective Date and shall, unless earlier terminated under Section 4.2 below, continue in force for a period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for additional one (1) year periods unless either party gives written notice to the other of its intention not to renew the Agreement at least thirty (30) days prior to the expiration of the then-current term.  The initial term of this Agreement, plus any subsequent renewal term shall be the “Term” of this Agreement.  The term of each SOW shall be as specified in the applicable SOW.

4.2  Termination.  Either party may, upon written notice to the other party, terminate this Agreement for any reason or no reason, effective thirty (30) days from the date of such notice.  Additionally, either party may, upon written notice to the other party, terminate this Agreement in the event of material breach by the other party if such party has failed to cure such material breach within thirty (30) days of receiving written notice of such material breach from the non-breaching party. In the event that this Agreement or any SOW is terminated, Customer will pay Ardent Creative (a) any amounts owing for Services provided under the affected SOW(s); and (b) any Expenses incurred by Ardent Creative up to and including the effective date of termination; and (c) any amounts due or to become due under any non-cancelable contract or commitment made pursuant to an SOW or with Customer’s written authorization and still existing at the expiration or termination of this Agreement or any SOW.  Termination of a SOW shall not terminate this Agreement, and the parties shall remain free to enter into future SOW(s) pursuant to this Agreement and during the term of this Agreement.  In the event this Agreement terminates prior to the completion of a SOW, such SOW shall be subject to the terms and conditions of this Agreement until its completion.

4.3  Survival.  Sections 1-8 and 9.7 (non-solicitation) shall survive any termination or expiration of this Agreement.

1. Confidentiality

Confidential Information.  Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature (“Confidential Information”). Confidential Information includes all communications concerning Ardent Creative’s or Customer’s business and marketing strategies including but not limited to employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding, interfaces with Ardent Creative software, anything provided by Ardent Creative in connection with its warranty obligations under this Agreement, including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) and any other Ardent Creative or Customer Intellectual Property even though specific designation as Confidential Information may not have been made.

Non-use and Non-disclosure. The parties shall at all times, both during the term of this Agreement and thereafter keep in trust and confidence all Confidential Information of the other party with the same degree of care as it uses with its own Confidential Information (and in any event, applying no less than a reasonable degree of care) and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall either party disclose any such Confidential Information to third parties without the other party’s prior written consent.

Non-Applicability.  The obligations of confidentiality shall not apply to information which (i) has entered the public domain through no fault of the receiving party; (ii) prior to the Effective Date was already in the receiving party’s possession without restriction; (iii) subsequent to the Effective Date is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the receiving party without use of or reference to the Confidential Information.

Terms of this Agreement. Except as required by law or governmental regulation, neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party, except that either party may disclose the terms of this Agreement to accountants, attorneys and parent organizations pursuant to the terms of a non-disclosure or confidentiality agreement.

Disclosure Required by Law.  Notwithstanding anything to the contrary herein, each party may comply with an order from a court or other governmental body of competent jurisdiction and disclose the other party’s Confidential Information in compliance with that order only if such party: (i) gives the other party prior notice to such disclosure (unless prohibited by court order) if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party’s Confidential Information than is reasonably necessary to comply with an applicable order.

Personal Data.  For purposes of this Agreement, Personally Identifiable Information (or “PII”) shall mean a special category of Confidential Information that can be used to identify, contact, or locate an individual, including, but not limited to, Name, Address, Phone number, Fax number, E-mail address, IP Address or Precise (Fine) GPS information describing an individual’s current location. PII that has been “de-identified”, or no longer identifiable to an individual and PII that has been encrypted shall not be deemed PII for purposes of this Section. PII exchanged between the parties shall be: (a) limited to only that information necessary to execute the Services; (b) obtained, used, retained and destroyed in accordance to applicable laws, rules, regulations and industry best standards, and in accordance with all necessary individual privacy rights, consents and expressed preferences; and (c) shall be secured against loss, compromise, unauthorized use, disclosure or destruction through reasonable administrative, technical and physical safeguards.

1. Warranties and Remedies

6.1  Services Warranty and Remedy. Each party warrants that it has full power and authority to enter into this Agreement and that entering into or performing under this Agreement will not violate any agreement it has with a third party.  Ardent Creative warrants that during the Term it will perform the Services in a workmanlike manner consistent with generally accepted industry standards. In the event of a breach of the foregoing warranty, Ardent Creative’s sole obligation, and Customer’s exclusive remedy shall be, at Ardent Creative’s option to either re-perform the applicable Services or provide a refund of fees paid for the affected Services or affected portion thereof.

6.2  Warranty Disclaimer and Limitations. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND Ardent Creative MAKES NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE DELIVERABLES, MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Ardent Creative SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE DELIVERABLES AND SERVICES PROVIDED BY Ardent Creative HEREUNDER, AND WITH RESPECT TO THE USE OF THE FOREGOING.

1. Indemnification

Each party (“Indemnitor”) shall defend and indemnify the Indemnitee and its employees, Affiliates and subsidiaries from any third party claim(s) (each a “Claim”) alleging that the Services or any Customer Content (as applicable) infringes any valid patent, copyright or trademark; provided that Indemnitee (a) promptly ceases use of the applicable content and gives Indemnitor written notice of the Claim; (b) gives Indemnitor sole control of the defense and settlement of the Claim; and (c) provides to Indemnitor all reasonable assistance, at Indemnitor’s expense.  This Section 7 sets forth the parties’ sole and entire liability and exclusive remedies for any infringement or misappropriation claims of any kind.  Notwithstanding the foregoing, Ardent Creative shall have no obligation to indemnify Customer under clause (a) above with respect to any claim alleging that Customer’s actions or use of the Services (in whole or in part, and whether directly, indirectly, or on or in combination with systems, software or applications not supplied by Ardent Creative) infringes or induces the infringement of a patent claim or copyright if such claim would have been avoided if not for such actions or use of the Services by Customer.

1. Limitation of Liability

8.1  Disclaimer of Certain Damages. IN NO EVENT SHALL CUSTOMER OR Ardent Creative BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2  Damages Cap. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS CUSTOMER PAID OR WAS REQUIRED TO PAY Ardent Creative FOR THE PARTICULAR SERVICES GIVING RISE TO SUCH LIABILITY UNDER THE APPLICABLE SOW TO THIS AGREEMENT AND IN NO EVENT IN AN AMOUNT GREATER THAN THE AMOUNT CUSTOMER PAID TO Ardent Creative IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.  FOR PURPOSES OF CALCULATING THE FOREGOING CAP, MEDIA PURCHASES SHALL BE EXCLUDED. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 7.

1. Miscellaneous

9.1  Assignment.  Neither party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party.  Notwithstanding the foregoing, Customer may assign this Agreement and its obligations hereunder without Ardent Creative’s consent to a corporation or other business entity succeeding to all or substantially all of Customer’s assets and business by purchase, merger or operation of law.  Any assignment in violation of this Section 9.1 shall be void ab initio and of no effect.  Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

9.2  Customer Identification.  Customer consents to Ardent Creative’s identification of Customer as a user of the Services, as applicable, on its website, through a press release issued by Ardent Creative and in other promotion materials. Customer also agrees to cooperate with Ardent Creative in writing a case study exposing how the Services are being used and the benefits the Customer is deriving from this use.

9.3  Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement, other than monetary obligations, as a result of any cause or condition (for example, natural disaster, act of war or terrorism, riot or governmental action) beyond such party’s reasonable control.

9.4  Governing Law. Entire Agreement; Governing Law, Severability. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement is governed by the internal laws of the State of Texas, excluding conflict of law rules. In the event that any provision of this Agreement becomes or is held to be illegal by any court of competent jurisdiction, or becomes otherwise unenforceable, such provision will be deemed deleted from this Agreement and all the remaining terms of this Agreement will remain in full force and effect.

If any provision(s) hereof is held unenforceable, this Master Agreement will continue without said provision and be interpreted to reflect the original intent of the parties.

The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any such action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar claim or defense.  A breach by either party of Section 5 would cause irreparable harm for which the non-breaching party shall be entitled to seek injunctive relief.

9.5  Savings.    If any provision of this Agreement, in whole or in part, is determined to be illegal, unenforceable, or invalid, such provision shall be deleted from this Agreement and shall not affect the legality, enforceability or validity of the remainder of this Agreement.  This Agreement shall be considered drafted mutually by the parties.

9.6  Notices.  Any notice or other communication under this Agreement given by either party to the other will be deemed to be properly given if given in writing and delivered in person or facsimile, if acknowledged received by return facsimile or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified below the signatures on this Agreement, or if sent via email, if receipt is acknowledged. Either party may from time to time change its address for notices under this Section by giving the other party notice of the change in accordance with this Section 9.6.

9.7  Non-solicitation. During the Agreement and for a period of twelve (12) months following its expiry or earlier, lawful termination, neither party shall solicit or approach in any way any of the other party’s employees or contract staff (“Restricted Persons”) with a view to: (i) offering such Restricted Persons, employment; or (ii) soliciting services from them on their own account; or (iii) encouraging them to provide their services to a third party; or (iv) offering to them the opportunity to perform services colourably similar to the Services, except pursuant to general solicitations of employment through the media that are not directed specifically to any employees of either party.  If either party breaches its obligations set forth in this Section 9.7, the breaching party agrees to pay to the other party in the form of compensation and not a penalty an amount equal to one third (1/3) of the applicable Restricted Person’s annual compensation (whether actual, or annualized) immediately prior to the date of such breach.

9.8  Non-waiver.  Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right or remedy in that or any other instance.

9.9  Independent Contractor.  Each party is an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, mandate, partnership, principal-agent or employment relationship between the parties.  No party shall take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other and neither shall have any power or authority to bind the other party.

This Statement of Work (“SOW”) is between Ardent Creative Inc. (“Ardent Creative”), and 4 Robertson Ranch (“Customer”) pursuant to the terms of the Master Advertising Services Agreement (“Agreement”).

1. Description of Services

During the term of this SOW, Ardent Creative will perform the services set forth in more detail below (the “Services”):

1. Paid Search Advertising Management

Generally, paid search advertising management is to optimize paid media marketing campaigns towards target Customer metrics.  Specifically, paid search advertising Services will include the following:

• Search Engine Recommendations and Testing
  • Recommend search engines beyond Google AdWords.
  • Implement full campaigns and test efficiency.
  • Consider both search and “contextual” search engines.

• Keyword Discovery
  • Use multiple keyword research tools to expand existing keyword sets.
  • Analyze competitor keywords and add these keywords to campaigns.
  • Add appropriate match types (exact, phrase, broad) to each keyword.

• Bidding Optimization
  • Ongoing bidding at a keyword, ad group, and campaign level, optimized for Customer’s business objectives (CPA goal, break even, margin, or profit dollars).
  • Advanced bidding techniques based on day-parting, geo-targeting, behavioral and demographic data, and distribution sources.

• Ad Text Creation and Testing
  • Recommendation and creation of ad text with clear call to action and benefit statements.
  • Periodic review of competitor ad text.
  • Use of image ads (banner ads) on Google Display Network.
  • Utilization of advanced ad text techniques (dynamic keyword insertion, parameter passing, custom display URLs, address in ads, geographic location listed in ads, local business ads).

• Landing Page Optimization
  • Strategic recommendations to current landing pages.

• Conversion Tracking Implementation
  • Review of existing conversion tracking to ensure best practice implementation.
  • As needed, delivery of code and implementation instructions provided to Customer.

• Reporting
  • Delivery of monthly report of performance across all search engines (delivered via Google Docs).
  • Custom portal (password protected) for Customer, with detailed information on all changes being made to accounts.
  • Monthly status meetings.
  • In-person meetings as requested (travel to be paid by Customer).

• Targeting
  • Complete analysis of all targeting opportunities, including geo-targeting, day-parting and day-of-week-parting, IP exclusion, site targeting and site exclusion, negative keyword exclusion, distribution network exclusion, re-targeting/re-marketing, and behavioral targeting.
  • Organize ad groups to minimize Quality Score impact.

• • Google Display Network
• Audience, Placement, and Contextual targeting on Google Display Network (GDN).
• Retargeting on the GDN and other retargeting platforms using recency and value of interaction.
• Creative optimization and messaging testing.

• YouTube Advertising
  • Advertising on YouTube and Google Display Network, including but not limited to posting video and banner adds.
  • In-video and In-search targeting.
  • Retargeting base on video viewers.
  • Optimization and reporting on engagement and view metrics.

1. Social Media Management

Generally, social media advertising campaign management Services include the recommendation, testing, and implementation of media placements on social media outlets such as Facebook, Twitter, LinkedIn and other social media outlets as applicable and available.  Specifically, the Services will include the following:

• Social Media Platform Recommendation and Testing

• Recommend, implement and test media placements on social media outlets such as Facebook, Twitter, LinkedIn and other social media outlets as applicable and available.

• Campaign Optimization

• Bid optimization at the ad level, optimized for Customer business objectives (CPA goal).
• Ardent Creative social account structure implementation.
• Audience research, testing, and optimization.
• Deployment and refresh of ad placements with new creative or targeting elements, based on testing and analysis.
• Analyze organic competitive landscape and apply learnings where applicable.

• Ad Formats

• Ardent Creative will utilize and test all available ad formats where appropriate and consistent with campaign goals.

• Creative Testing

• Recommendation of creative with clear calls to action and benefit statements.

• Targeting

• Investigation, creation and implementation of key target audiences and segments, including, but not limited to keyword, interest targeting, demographic targeting, retargeting / remarketing, custom audiences, tailored audiences and any unforeseen targeting opportunities or technologies that may become available.
• Constant iteration to discover top performing audiences that meet defined campaign goals.

• Reporting

• Delivery of monthly report of performance across all social channels.
• Custom client portal (password protected) with detailed information on all changes being made to accounts.
• Monthly status meetings.

1. Display Advertising Management

Generally, display advertising management includes the recommendations and purchases made relative to display media buys (including, but not limited to, desktop, mobile, and video) on ad exchanges or direct negotiation with web publishers.  Advertising through Google AdWords, LinkedIn self-serve interface, Twitter self-serve interface, Facebook self-serve interface, or Bing Ads, is not included under the Display Services.  Specifically, the Services will include the following:

1. 1. • Media Planning and Negotiation.

• Recommend, test and implement media placements on industry leading ad exchanges and through display vendors as appropriate and available.
• Recommend direct media buys with online publishers and negotiate these placements.
• Ongoing evaluation and identification of potential new ad exchanges and display vendors.

1. 1. 1. • Campaign Optimization
           • Ongoing bidding at the creative, site, and landing page level, optimized for your business objectives.
           • Advanced bidding techniques based on day-parting, geo-targeting, behavioral and demographic data, and distribution sources

1. 1. 1. • Reporting
           • Delivery of  monthly report of performance across all display buys.
           • Custom portal (password protected) with detailed information on all changes being made to accounts.
           • Access to DoubleClick reporting to verify delivery amounts.
           • Monthly status meetings.

1. 1. 1. • Ad Serving Implementation
           • Ardent Creative will use DoubleClick for ad serving and media purchases.  Note: Customer tech team will perform implementation of tracking tags.

• As needed, delivery of code and implementation instructions will be provided to Customer.
• All fees associated with ad serving will be passed through to Customer, with no mark-up.  For the avoidance of doubt, Ardent Creative does not include ad serving fees paid to DoubleClick when calculating Media Spend under management.

1. 1. 1. • Targeting

• Complete analysis of all targeting opportunities, including geo-targeting, day-parting and day-of-week-parting, IP exclusion, site targeting and site exclusion, retargeting/remarketing, and behavioral targeting.  Many of these services may incur additional fees charged by third party vendors. Any such fees charged to Ardent Creative will be passed through without mark-up and charged to Customer.
• First party data appending will be available to Customer.  Any associated costs incurred by Ardent Creative will be passed through without mark-up and charged to Customer.

1. 1. 1. • Demand Side Platform (DSP) technology and related media placement
           • Customer authorizes Ardent Creative to bid, purchase and place media on Customer’s behalf and agrees to comply with applicable terms and conditions.
           • Media placements will be confirmed in writing between the parties (email shall suffice), and such confirmation will include, but not be limited to, the dollar amount of media to be placed and the time period for such placement(s).
           • Additional DSP functionality, such as behavioral targeting, custom bidding algorithms, and contextual targeting may be utilized.  Any costs for such functionality – if utilized – will be passed through without mark-up and charged to Customer.
           • Any other fees incurred by Ardent Creative in connection with its DSP usage on behalf of the Customer will be passed through without mark-up and charged to Customer.
         • Creative

1. 1. 1. • Display Ad Unit Creative Development and Production

• Development of creative concepts for banner ad units based on campaign requirements, audience data and analytics.
• Design of banner creative for all standard sizes per campaign media specification and publisher requirements.
• Production of HTML5 or animated banners in standard sizes as required by campaign media specifications and publisher requirements.

1. 1. 1. • Social Ad Unit Creative Development and Production

• Development of creative concepts for ad units based on campaign requirements, audience data and analytics.
• Design of image creative and layout for all standard sizes per campaign media specification and publisher requirements.
• Two (2) rounds maximum feedback and revision on new asset or page creative development.  Additional rounds of review to be considered out of scope and charged at an hourly rate of $150.

1. Additional Services 

• Search Engine Optimization
• Analytics

1. Customer Access to Third Party Software Tools and Platforms 

• If needed and agreed to by Customer, Customer will be provided with access to additional third party hosted software and tools used by Ardent Creative. Customer access to and use of such software and tools will be governed by the applicable terms of use. Customer hereby agrees to comply with such terms of use

1. Pricing and Assumptions

A. Monthly Management Fees

• Calculation of Search, Social, and Display Media Management Fee

• For monthly media spending that is managed by Ardent Creative in connection with (i) Paid Search Advertising Management, (ii) Social Media Management, and (iii) Display Advertising Management Services provided under this SOW (“Media Spend”), the minimum management fee will be a percentage of Customer’s total monthly Media Spend as defined in the following table.

 

Total Monthly Media Spend Range	Percentage Rate
0 – $250,000	12%
$250,001 – $500,000	11%
$500,001 – $750,000	10%
$750,001 – $1,000,000	8.5%
$1,000,000 and up	7%

 

• The fee for the first month of management will begin on the SOW Effective Date.  SOWs with Effective Dates that are after the first of the month will be pro-rated based on the percentage of that month under contract.

• Customer Media Purchases/Spending

• Ardent Creative will be authorized to direct such monthly media spending for these accounts, up to the monthly totals authorized by Customer.
• Customer will confirm each month’s media spending authorization via email in advance.  Ardent Creative will be unable to purchase media without such advance authorization.

• Creative Fees

• First set of unique static banner creative for display campaigns will be provided free of charge by Ardent Creative Creative Services.  Standard ad units included:  300×250, 728×90, 160×600.  Additional sizes charged at a fixed hourly rate of $150.
• Subsequent sets of banner unit creative development and production for display campaigns to be determined by project estimate based on fixed hourly rate of $150.  Each project will be scoped independently.
• One (1) unique topical image for paid social campaigns will be provided free of charge by Ardent Creative Creative Services.
• Additional unique, topical images for paid social campaigns can be provided at a rate of $400 per image.
• Any stock photography purchased for creative campaigns will be billed to the client as a straight pass through charge on a per image basis.

C. Assumptions

• All fees associated with third party technology platforms used by Ardent Creative on behalf of Customer will be pre-approved by Customer, and paid for by Customer.

• Should Customer request translation for foreign languages, Customer will reimburse Ardent Creative for reasonable and pre-approved translator costs.

• In the event Ardent Creative undertakes, at Customer’s request and subject to Customer’s prior approval, services for which compensation is not provided on a management fee basis, Ardent Creative will prepare an estimate of total charges for any such special project, including any additional charges for materials or services purchased from third parties (which will be charged to Customer at Ardent Creative’s cost, without any markup). In the event that Customer elects to proceed with the additional services based upon Ardent Creative’s estimated cost, the parties will amend this SOW or enter into a new mutually agreeable SOW adding such additional Services.

III. Term 

The term of this SOW will begin on the Effective Date and continue for the duration of the Agreement unless terminated as provided in the Agreement or modified by the parties as mutually agreed upon in writing. This SOW incorporates all terms and provisions of the Agreement, and is valid only if signed by authorized representatives of both parties.  Each party represents that the individual signing on its behalf has read this SOW, understands it, and has full authority to bind such party.