Terms and Conditions

Five Mill, LLC 2nd Ads Advertising Terms

These Five Mill, LLC 2nd Ads Advertising Terms (the “Terms”) are entered into by Five Mill, LLC (together with its affiliates, “Five Mill”) and the entity accepting electronically or otherwise executing these Terms (the “Advertiser”). These Terms govern Advertiser’s use of Five Mill’s advertising programs and services accessible through accounts provided to Advertiser from Five Mill in connection with the acceptance of these Terms.

1. Advertiser hereby authorizes Five Mill to place Advertiser’s advertising materials, feed data, and technology (collectively, the “Ads”) on any content or property provided by Five Mill (the “Property”). Advertiser’s Ads must comply with all applicable laws, regulations, and guidelines. Further, Advertiser will not provide any Ads that contain any malware, spyware, trojan horses, malicious software, or other unwanted software. Failure to comply may result in action, up to and including, removal of the Ad. Advertiser is solely responsible for a) Ads, b) Ads trafficking or targeting decisions (e.g. keywords), c) landing pages and other destinations that Ad viewers are directed to, and d) goods and services advertised in Ads and any landing pages or other destinations. Ads may be rejected for any reason at any time. Five Mill makes no guarantee on the performance of any Ad or the integrity of clicks. Five Mill is not responsible for any click fraud, technological issues, or other compromising activity that may affect the cost of running ads. All Property and the 2nd Ads platform shall remain the sole and exclusive intellectual property of Five Mill, and no right, title, or interest is transferred to Advertiser under these Terms or the use of the 2nd Ads platform.

2. Advertiser may place orders to run the Ads on the Property (each an “Order”). Advertiser will pay for all Orders as follows:

a. Advertiser will provide Five Mill with a daily budget for Orders, and Five Mill will run Ads in accordance with Advertiser’s budget.

b. Each Order will specify the amount owed, including any applicable taxes. Such amounts will be calculated using Five Mill’s tracking mechanisms. Payments will be due the next day following the day the Order was placed.

c. Advertiser is responsible for remitting all taxes that apply to its Orders. Advertiser indemnifies and holds Five Mill harmless from and against any claim arising out of Advertiser’s failure to bear and remit any taxes.

d. Advertiser is responsible for security of its 2nd Ads account, and any Order placed in Advertiser’s account and the amounts owed therefor are Advertiser’s sole responsibility.

e. Orders may be cancelled at any time; however, Ads may run for up to 24 hours after notice, and Advertiser is still responsible for paying for any such Ad.

f. Five Mill has the right to charge 2% interest per month for any amounts that become overdue due to payment method failure or otherwise. Advertiser will bear the cost to collect any overdue amounts, including reasonable attorney’s fees.

g. Upon payment for an Order, Five Mill’s license to run the Ad will end until a new Order is placed.

3. Five Mill reserves the right to test improvements in its sole discretion to enhance performance with no notice or compensation to Advertiser.

4. Delivery of Ads is subject to availability and may not be continuous. Five Mill will determine the size, placement, and positioning of Ads.

5. Advertiser acknowledges and agrees that a) any Ad that is published is public information that can be shared, re-shared, and accessed outside by anyone until deleted by individual users upon interaction with the Ad; and, b) Five Mill may disclose Advertiser’s advertising content and all information associated with Advertiser’s advertising if required by a governmental body.

6. Five Mill will provide analytical reports regarding the performance of your Ads. These reports are confidential information, and Advertiser may not share these reports with any third parties without Five Mill’s prior written consent.

7. FIVE MILL MAKES NO REPRESENTATIONS ABOUT THE QUALITY OR AVAILABILITY OF ADVERTISING OR ANYTHING ELSE AND EXCLUDE ALL WARRANTIES AND GUARANTEES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WORKMANLIKE EFFORT) TO THE GREATEST EXTENT ALLOWED UNDER APPLICABLE LAW. YOU ACCESS AND USE ADVERTISING ENTIRELY AT YOUR OWN RISK.

8. EXCEPT FOR ADVERTISER’S INDEMNIFICATION, COMPLIANCE, AND CONFIDENTIALITY OBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) FIVE MILL, ADVERTISER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN ADVERTISER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, FIVE MILL, ADVERTISER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO FIVE MILL BY ADVERTISER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

9. For any dispute arising out of these Terms, the parties must enter into a thirty (30) day good-faith negotiation to resolve such dispute. If the good faith negotiation fails, the parties may seek remedies available at law; provided, however, that the prevailing party shall be entitled to recover reasonable attorney’s fees or other costs of enforcement or collection incurred at any point during the dispute resolution process. These Terms shall be governed by the state laws of Connecticut and the venue for any proceeding shall be the courts located in Fairfield County, Connecticut. The parties hereby waive any claim of forum non-conveniens and their right to a jury trial

10. Any terms that, by their nature, should survive termination or expiration of these Terms, shall survive. These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects. Modifications to these terms must be made in writing and signed by both parties. Not exercising a right under these Terms will not be deemed a waiver of such right. Unenforceable provisions will be severed, and the remainder of the Terms will continue in full force and effect. Advertiser may not assign these Terms to a third party without Five Mill’s prior written consent, which will not be unreasonably withheld. The relationship of the parties is that of independent contractors. These Terms do not create any agency, partnership, or joint venture. Neither party shall be liable for any obligation hereunder, except Advertiser’s obligation to pay, that are made impossible or delayed due to circumstances outside their reasonable control.