BILLING AND PAYMENTS (a) Except as otherwise agreed by Cultivate Advertising in writing, Cultivate Advertising will bill Client on a monthly basis. (b) Client will pay each invoice in full within 30 days after receipt, without any deduction or right of setoff or counterclaim; provided that Cultivate Advertising in its discretion reserves the right to require payment in advance of any scheduled distribution date. Except as otherwise agreed by Cultivate Advertising in writing, Cultivate Advertising will have no obligation to accept payment in any form other than check or ACH. A 3% convenience fee will apply to payments made via credit card. If Cultivate Advertising agrees to accept payment by check, Cultivate Advertising may process Client’s check payments electronically. With electronic check conversion, (i) Client’s bank account may be debited in the amount of Client’s check as early as the same day Cultivate Advertising receives payment, (ii) the transaction will appear on Client’s bank statement as an electronic funds transfer, and (iii) Client’s original check will be destroyed and will not be returned to Client’s bank. (c) Upon Client’s written request, Cultivate Advertising may include verifications of performance with monthly invoices issued under this Agreement, but the furnishing, completeness and accuracy of such verifications will not be a condition precedent to Client’s obligation to timely pay any such invoice. Cultivate Advertising will not be liable to Client for, and makes no representations or warranties with respect to, such verifications, except that any such verification for any content distribution system owned by Cultivate Advertising on which any applicable Advertisement was distributed will accurately reflect the internal log for such system. (d) Other remedies for non-payment notwithstanding, if any amounts payable to Cultivate Advertising under this Agreement are not received on or before the fifteenth day after such amount was due, then a late payment charge equal to 5% per month of such past due amount, cumulative (or if such amount exceeds the maximum permitted under applicable law, then such maximum amount) will become due and payable by Client to Cultivate Advertising in addition to such amounts owed under this Agreement, until all amounts are paid in full. This rate is based on your past due balance at the end of each billing period. Payments made 45 days after invoice date must include this service charge to be considered fully paid. Client will reimburse Cultivate Advertising for all amounts incurred in connection with collection activities, including without limitation collection agency charges, reasonable attorney fees and costs. (e) Time is of the essence hereof. If Cultivate Advertising does not receive timely payment, then Cultivate Advertising in its sole discretion may discontinue further performance under this Agreement in addition to such other remedies as may be available to it under this Agreement, at law or in equity.

Client assumes full and complete responsibility and liability for the content of all advertising materials. Client agrees to indemnify and hold Cultivate Advertising harmless against any actions taken for non-payment of media for advertising placed for and on behalf of Client. Client understands all creative campaigns and advertising materials are the intellectual and proprietary property of Client and Client agrees that it will not use such campaigns or advertising materials after the expiration.

Absent contrary written agreement, this agreement is effective upon receipt of first invoice. The terms of this agreement shall be for one (1) year from the Effective Date and shall be renewed automatically thereafter for successive one (1) year terms. Either party may terminate this agreement upon not less than thirty (30) days prior written notice to the other party; provided, however, Client may not terminate this agreement, and this agreement shall not be deemed terminated, until Cultivate Advertising has been paid in full for all advertising services rendered in conjunction herewith through the date of termination. Electronic copies shall be binding as originals.