These terms and conditions (“Terms”) together with the fully executed Insertion Order (“Insertion Order”) constitute a binding agreement (“Agreement”) between Inmar Brand Solutions, Inc. (“Inmar”), and the entity signing the Insertion Order (“Advertiser”). In the event of any conflict between the Insertion Order and the Terms, the Terms will govern. The Agreement will become effective upon execution of the Insertion Order by both parties.

1. Inmar and Advertiser agree to the following for direct-to-card coupons (“DTC Coupons”):
   
   1.1 Inmar Obligations:  Inmar agrees to perform the following functions on a timely basis if Advertiser completes all required fields of the Direct to Card Offer Details section of the Insertion Order:
   
   a. Inmar will work with Advertiser to set-up each new DTC Coupons based on the information provided in each Insertion Order and resolve any discrepancies between the retailer and Advertiser.
   b. Inmar will notify Advertiser within ten (10) business days that a new DTC Coupon is approved and implemented at a specified retailer.
   c. Inmar will manage the Inmar participating network of retailers (“Inmar Retailer Network”) and provide Advertiser with any retail network additions, deletions or changes.
   d. Inmar will make available to the Inmar Retailer Network paperless digital coupon content that is sourced directly by Advertiser for display on retailers’ coupon selection page for loading to the shopper loyalty card of such retailers.
   e. Inmar will provide Advertiser with reporting data pertaining to Advertiser's offer details to the extent permitted by the retailer.
   
   1.2 Advertiser Obligations:  Advertiser agrees to perform the following functions on a timely basis if Advertiser completes the Direct to Card Offer Details section of the Insertion Order:
   
   a. Advertiser will provide DTC Coupons to Inmar for placement within the Inmar Retailer Network.
   b. Advertiser will accept Inmar reporting as approved by retailer.
   c. Advertiser will adhere to all offer rules and regulations outlined by manufacturer and retailer and must provide Inmar any terms and conditions as provided by manufacturer along with any retail participant limitations or geographic constraints.
   d. Advertiser, if different than the manufacturer, will notify manufacturer of liability for offers, which includes distribution, face, and handling charges. Advertiser, if different than the manufacturer, must receive proof of such offer approval from manufacturer regarding such liability in writing or email.
   e. Advertiser will ensure all retailer trademarks, logos, copyright materials and consumer retailer selections are displayed to the consumer according to retailer guidelines. Inmar has the right to audit such activity on behalf of retailer at any time. In the event of any breach of a retailer's guidelines, Advertiser must correct and adhere to such guidelines or refrain from use of such retailer information.
   f. Advertiser will submit offer images and text to Inmar for offers included in each Insertion Order reasonably in advance of the publishing date of each offer to enable Inmar to process and upload offers into the Inmar offer manager within the Data Portal ("Offer Manager Digital Portal") prior to the DTC Coupon being published and distributed to defined publishing sites. Advertiser represents and warrants that, once Advertiser has submitted artwork for an offer, all artwork and all intellectual property included in such artwork, including, but not limited to, trademarks, logos or copyright materials, have been duly approved and authorized for publication by the appropriate party. Advertiser shall indemnify and hold Inmar harmless from any and all claims arising from any failure of Advertiser to obtain such approvals and authorizations or in connection with any violation of any such intellectual property rights related to any use, distribution or publication as contemplated herein.
   g. Advertiser is at all times solely responsible for ensuring that each DTC Coupon is lawful and compliant with all applicable laws, rules and regulations. Without limiting the foregoing, Advertiser agrees that, to the extent required by applicable law, Advertiser shall ensure that notices of DTC Coupons are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each DTC Coupon.
   h. Advertiser will submit any modifications to any existing Insertion Order to Inmar, in writing. No verbal modifications or deletions will be accepted by Inmar.
    
2. Inmar and Advertiser agree to the following for advertising and/or coupons on certain retailer receipts at the point of sale ("Receipt Rewards"):
   
   2.1 Inmar Obligations:  Inmar agrees to perform the following functions on a timely basis if Advertiser completes all required fields of the Receipt Rewards Offer Details section of the Insertion Order:
   
   a. Inmar will work with Advertiser to set-up each new Receipt Reward offer and advertising promotion based on the information provided in each Insertion Order.
   b. Inmar will notify Advertiser within ten (10) business days that a new Receipt Reward is approved at a specified retailer.
   c. Inmar will work with Advertiser on additions, deletions or changes to Advertiser Receipt Reward offers or advertising.
   d. Inmar will make available to the Inmar Retailer Network paper receipt advertising and/or coupon content that is sourced directly by Advertiser for display on retailer’s point of sale paper receipts.
   e. Inmar will make available to Advertiser reporting data pertaining to each Receipt Reward to the extent permitted by the retailer.
   
   2.2 Advertiser Obligations:  Advertiser agrees to perform the following functions on a timely basis if Advertiser completes the Receipt Reward Offer Details section of the Insertion Order:
   
   a. Advertiser will provide Receipt Reward offer or advertising promotion details to Inmar for placement on participating retailer receipts at the point of sale.  Advertiser will adhere to all rules and regulations outlined by the participating retailer and must provide Inmar any terms and conditions as provided by participating retailer, such as participant limitations or geographic constraints.
   b. Advertiser agrees that it will receive Inmar's standard reporting.  Any additional reports requested by Advertiser that require additional programming and/or manual labor will be subject to additional fees.
   c. Advertiser, if different than the manufacturer, will notify manufacturer of liability for each Receipt Reward, which includes distribution and processing charges.
   d. Advertiser will provide to Inmar coupon offer content and/or copy for particular advertisements on certain retailer customer receipts at the point of sale which includes, but is not limited to, artwork, offer description, and product information for each Receipt Reward included in each Insertion Order at least (i) twenty one (21) business days prior to the publishing date of each advertising Receipt Reward or (ii) fifty (50) days prior to distribution date each of coupon Receipt Reward offer.  Advertiser represents and warrants that, once Advertiser has submitted artwork for a Receipt Reward, all artwork and all intellectual property included in such artwork, including, but not limited to, trademarks, logos or copyright materials, have been duly approved and authorized for publication by the appropriate party. Advertiser shall indemnify and hold Inmar harmless from any and all claims arising from any failure of Advertiser to obtain such approvals and authorizations or in connection with any violation of any such intellectual property rights related to any use, distribution or publication as contemplated herein.
   e. Advertiser is at all times solely responsible for ensuring that each Receipt Reward is lawful and compliant with all applicable laws, rules and regulations. Without limiting the foregoing, Advertiser agrees that, to the extent required by applicable law, Advertiser shall ensure that notices of Receipt Rewards are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each Receipt Reward.
   f. Advertiser shall review and approve all bar codes related to each Insertion Order. Advertiser shall be solely responsible for the completeness and accuracy of each such bar code.
   
   Notwithstanding anything to the contrary herein, Inmar reserves the right to place any offer content on any Inmar-connected media, except where prohibited by law.
    
3. Fees:  Advertiser agrees to the following:
   
   3.1 Advertiser agrees to pay Inmar based on the pricing section of each applicable Insertion Order.  Fees for additional services requested or required by Advertiser will be subject to Inmar's then current pricing for such services (supplemental price list available upon request). Examples of "additional services" include, but are not limited to, rush orders, special billing, and offer cancellation.
   
   3.2 Advertiser, if different than the manufacturer, represents and warrants that Advertiser has approval from manufacturer to publish each offer on each Insertion Order and has approval from manufacturer that manufacturer will pay retailer face value (if applicable), any handling fees and processing and distribution fees associated with said offer. Manufacturer agrees to make payment of such amounts associated with said offer in case Advertiser/Agency defaults with reimbursement of such amounts.
    
4. Payment of Fees:
   
   4.1 Inmar will invoice Advertiser for fees due ("Inmar Invoice"), as set forth in each applicable Insertion Order.
   
   4.2 Prior to the launch of Advertiser initial offer, Advertiser may be required and agrees to fund a security deposit or prefund amount to be agreed upon by both parties. Additional funds may be needed by Inmar during the term of each Insertion Order due to volume/invoice amount increases or payment performance. Inmar will notify Advertiser of any changes to security deposit or prefund amount requirements. Upon termination and completion of payment of fees due to Inmar, Inmar will return to Advertiser any unused deposit or prefund funds.
   
   4.3 Should Advertiser fail to remit payment on an Inmar Invoice by the due date as set forth in each Insertion Order, Inmar will attempt to notify the Advertiser of the delinquent amount. If Advertiser fails to provide full payment within thirty (30) days of the Inmar Invoice due date or if there is no longer sufficient funding to pay consumers, Inmar may, at its option, cease offer transaction routing and manufacturer agrees to pay such delinquent amount if Advertiser defaults on payment of such fees to Inmar.   
    
5. Miscellaneous:
   
   5.1 Confidentiality.  Both parties recognize the confidential nature of the information shared in the Insertion Order. Both parties agree to maintain the confidentiality of such information and to use it only as set forth herein. Each party further agrees that the confidential information shall not be disclosed to any third party, except that a receiving party may disclose the confidential information or portions thereof to those of its directors, officers, employees, and representatives who need to know such confidential information for the purpose of the relationship between the parties.
   
   5.2 Intellectual Property and Data.
   
   a. Intellectual Property. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the term of each Insertion Order. Except for the license grant set forth in the immediately succeeding paragraph, each Insertion Order shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to perform the services under each Insertion Order, including all enhancements and improvements thereto, are and shall remain the exclusive property of Inmar.
   
   Advertiser hereby grants to Inmar a non-exclusive, royalty-free license to reproduce, display and distribute (and, as applicable, digitally transmit) all materials and information provided by Advertiser (collectively “Advertiser Materials”), including, without limitation, any logos or other trademarks provided by Advertiser, for purposes of publishing or otherwise supporting the DTC Coupon or Receipt Reward. Advertiser warrants that it has all necessary rights in the Advertiser Materials that it provides to Inmar, and that Inmar’s exercise of the licenses granted in this paragraph will not infringe the intellectual property rights of any third party.
   b. Data Usage. Data collected or generated by Inmar in the performance of the services and held by Inmar in a form that is identifiable to Advertiser shall be the property of Advertiser (“Advertiser Data”). Inmar shall have a perpetual, royalty-free, non-exclusive license to use Advertiser Data to perform the services, and to aggregate, or otherwise manipulate, or create derivative works from, Advertiser Data in a form that is not identifiable to Advertiser. Advertiser agrees that it will not disclose or transmit any data generated by Inmar in the performance of the services to any third party without the prior written consent of Inmar.
   c. Data Portal.  Inmar may provide Advertiser with a web-based reporting portal with proprietary data access ("Data Portal").  Advertiser shall not grant access to the Data Portal to any third party.  If Advertiser desires for a third party to have access to the Data Portal, Advertiser may make a request to Inmar in writing, and Inmar may grant the third party such access at its sole discretion.
   
   5.3 Disclaimer of Warranties.  EXCEPT AS OTHERWISE PROVIDED IN EACH INSERTION ORDER, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT, THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS OTHERWISE PROVIDED IN EACH INSERTION ORDER, THE SERVICES PROVIDED BY INMAR ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL INMAR BE LIABLE TO ADVERTISER OR MANUFACTURER FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR LOST TIME, SAVINGS, PROPERTY, PROFITS, DATA, OR GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THE SERVICES PROVIDED BY INMAR, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
   
   5.4 Limitation.  Unless otherwise limited herein, the liability of Inmar to Advertiser or manufacturer under each Insertion Order or otherwise, regardless of the form of claim or action, will not exceed the fees actually paid by Advertiser or manufacturer to Inmar for services provided by Inmar under such Insertion Order.
   
   5.5 Indemnification.
   
   a. Inmar agrees to defend and indemnify Advertiser, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively “Expenses”) arising from any claim brought against Advertiser by a third party (i) alleging that the Data Portal infringes the intellectual property rights of such third party, or (ii) alleging that Advertiser is responsible for damages to such third party resulting from the gross negligence or willful misconduct of Inmar in performance of the services, provided that, notwithstanding the foregoing, Inmar will have no obligation or liability under this paragraph with respect to any third-party claim to the extent that it arises in connection with any matter for which Advertiser is required to provide indemnity pursuant to the following Section 5.5.b.
   b. Advertiser agrees to defend Inmar, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all Expenses (i) arising from Advertiser’s failure to fulfill its obligations under Sections 1.2.f., 1,2,g., 2.2.d. or 2.2.e, or (ii) arising from any claim brought against Inmar by a third party alleging that Inmar is responsible for damages to such third party resulting from the gross negligence or willful misconduct of Advertiser, provided that Advertiser will have no obligation or liability under this paragraph with respect to any third-party claim to the extent that it arises from Inmar’s material failure to comply with offer parameters in the processing of any Submissions or the publishing of any DTC Coupon or Receipt Reward.
   c. As a condition of each party’s obligations under this Section 5.5, the party seeking defense and/or indemnity (the “Indemnitee”) shall (i) promptly notify the other party (the “Indemnitor”) upon becoming aware of any claim for which indemnity is or may be due, (ii) authorize the Indemnitor, in a signed writing, to conduct and control the defense and any related settlement negotiations in connection with the relevant claim, without interference, and (iii) provide such information and assistance that the Indemnitor reasonably requests in connection with such defense and settlement negotiations. The Indemnitor will permit counsel of the Indemnitee’s choice, at the Indemnitee’s expense, to consult and participate in the defense of the relevant claim. The Indemnitee will not settle the relevant claim, nor make prejudicial statements about the dispute, without the Indemnitor’s prior written consent. The Indemnitor will not settle the relevant claim unless the settlement constitutes a complete release of claims, without admission of fault on behalf of the Indemnitee and without imposition of obligations upon the Indemnitee.
   
   5.6 Governing Law/Jurisdiction. This Insertion Order shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. The parties hereto irrevocably agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts in the State of North Carolina, and further agree to submit to the jurisdiction and venue of such courts.
   
   5.7 Modification.  These Legal Terms and Conditions for Insertion Orders are incorporated by reference into the Insertion Order. Each Insertion Order may not be modified except by mutual agreement in writing or electronic form.