Terms & Conditions

(“COMPANY”) with Makaira Media (dba of Sundara Marketing Group) (“AGENCY”), hereby agrees as follows:

1. Payment and Billing. AGENCY will bill COMPANY, on the beginning of each Month and paid by COMPANY no later than the tenth (10th) day of the same Month. For any partial first month, AGENCY will issue an invoice for the pro-rata amount upon agreement start. AGENCY invoices shall be deemed to be correct unless proven otherwise; affidavits of performance are not a condition precedent to payment hereunder. COMPANY and AGENCY shall be jointly and severally liable for payment hereunder. A monthly finance charge of 1.5% shall be made on any amount which is still outstanding thirty (30) days after it becomes due. The COMPANY understands that if more than one invoice is outstanding, all services will be canceled.

2. Termination/Refunds. This Agreement may be terminated either by AGENCY or COMPANY upon thirty (30) days prior notice. If termination notice is not submitted, the agreement will continue until (30) day notice is submitted. Upon the occurrence of an Event of Default, AGENCY may terminate this Agreement immediately upon notice to COMPANY. Any of the following events shall constitute an “Event of Default” on the part of COMPANY: (i) the breach by COMPANY of any of the terms and conditions of this Agreement; (ii) the determination, in the sole discretion of AGENCY, that the financial integrity of COMPANY is compromised including, without limitation, inappropriate fund raising activities by COMPANY or the improper use or application of funds received by COMPANY; and (iii) the determination, in the sole discretion of AGENCY, that COMPANY has committed an act or is involved in any situation or occurrence tending to bring AGENCY into public scandal, ridicule or which will reflect unfavorably on the reputation of AGENCY, its owner, its subsidiaries, affiliates or affiliated entities, including, without limitation, any instance of moral failure of any person or persons associated with the business or ministry of COMPANY. If a refund is justified, AGENCY has ninety (90) days to process requested refund.

3. The COMPANY understands that no matter what projections, or industry benchmarks provided, there is no true way to understand how any campaign will perform until it’s been carried out. Optimization steps will be provided, reviewed and with approval executed. AGENCY expects to work with client on data parameters or content messaging approved by client.

4. Indemnification. COMPANY shall defend, indemnify and hold harmless AGENCY, its owner, its subsidiaries, affiliates and affiliated entities and their officers, directors, stockholders, partners and employees from and against all claims, damages, liability, costs and expenses (including without limitation, interest, penalties, court costs, attorney’s fees and expenses) resulting from or arising out of: (i) the content of the advertisement (“Ad Contents”) of COMPANY; (ii) any libel, slander, illegal competition or trade practice, violation of rights of privacy, infringement of copyrights or other rights of third parties; (iii) violations of any federal, state or local law relating to the Ad Contents, including the Communications Act of 1934, if applicable; or (iv) the breach by COMPANY of any of the terms and conditions of this Agreement. The obligations of COMPANY under this Section 3 shall survive the termination of this Agreement.

5. Representations and Warranties. (a) By signing this Agreement and by delivering Programming to AGENCY, COMPANY warrants and represents, as of this date and as of the date of each such delivery, that: (i) COMPANY has the right and power to enter into this Agreement; (ii) this Agreement properly conveys to AGENCY all rights necessary for AGENCY to use the Ad Contents as set forth herein, including all portions thereof; and (iii) COMPANY owns all of the rights it granted to AGENCY herein, including, without limitation, all rights to the Ad Contents, promotional material, trademarks, trade names, service marks, titles and logos of COMPANY (collectively “Advertising Materials”).

(b) COMPANY acknowledges that no inducements, representations or warranties, except as specifically set forth on the face hereof, have been made by AGENCY to COMPANY and that no representative, agent or employee of AGENCY is authorized to make any representations or warranties with reference to this Agreement other than as set forth on the face hereof. AGENCY HEREBY DISCLAIMS ALL WARRANTIES,

EXPRESS, IMPLIED OR STATUTORY, TO THE FULLEST EXTENT PERMITTED BY LAW. AGENCY SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NO MATTER WHAT THE CAUSE, CLAIM OR THEORY FOR SUCH DAMAGES MIGHT BE, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.