These Advertiser Terms and Conditions, along with the information you (“you” or “your” means you, your company and agents, as applicable) provided at the Advertiser Area located at www.bidwise.com (the “Login”) (collectively, the “Agreement”) are entered into by and between you and Bidwise, Inc. (“Bidwise”). This Agreement governs your use of Bidwise’s Advertising Products (the “Service”). You and Bidwise agree as follows:

1. The Advertising Products. Subject to these Advertiser Terms and Conditions, Bidwise will provide you with one or more of its Advertising Products. Bidwise may, in its sole discretion, discontinue any Advertising Product at any time without liability and/or notice to you. The Advertising Products, as applicable, will link or direct internet users to your landing pages and/or websites based on your keywords, ad content, ad information, and ad URLs (collectively, your “Ad”). You are solely responsible for your Ad, whether generated by or for you; and all services and products which are advertised in the Ad. You understand and agree that your Ad may be placed on (a) any content or property provided by Bidwise; and (b) any other content or property provided by a third party upon which Bidwise places advertisements, including but not limited to email, video and various mobile platforms (each a “Publisher”). Bidwise reserves the right to reject, cancel or remove any Ad at any time.

2. The Service. Bidwise will use commercially reasonable efforts to provide the Service to you 24 hours a day, 7 days a week. You agree and acknowledge that from time to time the Service may be inaccessible or inoperable for any reason, including without limitation (equipment malfunction, periodic maintenance procedures or repairs that Bidwise may undertake from time to time, or any causes beyond the control of Bidwise).

3. License. You hereby grant to Bidwise and its Publishers, all rights (including but not limited to, all trade names, trademarks, service marks and copyrights) in the Ad needed to operate the Service (including but not limited to any rights needed to copy, use, store, publicly display, modify, distribute, perform and transmit your Ad).

4. Representations and Warranties. You represent and warrant that (a) you are at least 18 years of age; (b) you have the full right, power and authority to enter into this Agreement; (c) by entering into this Agreement you are not breaching any duty or obligation to any third party; (d) the person executing the Agreement is your duly authorized representative and authorized to bind you to the terms of the Agreement; (e) your Ad and any service or product advertised in your Ad, complies with applicable law and does not contain any content that infringes any intellectual property, contract or tort right of any third party or material or link that is abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening, misleading, false or malicious and does not reflect poorly on or tarnish the reputation or goodwill of Bidwise; (f) your Ad does not contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (g) you will not engage in, or cause others to engage in, spamming, or improper malicious, fraudulent, automated (as determined by Bidwise) clicking, impressions, inquiries, conversions or other actions. Breach of any of the above representation and warranties may result in immediate termination of this Agreement or suspension of your use of the Service without notice, as well as legal penalties.

5. Payment. Before you access the Service, Bidwise will charge the credit card you provided in the Login an initial payment in the amount you request, but no less than $5,000 (USD) (“Initial Payment”). Upon confirmation of your Initial Payment, Bidwise will provide you with access to the Service. You agree to compensate Bidwise for all impressions, conversions, clicks or other actions (collectively, “Actions”) generated by the Service (“Payment”). Your Payment is based solely on Bidwise’s measurement of Actions for the applicable Advertising Product, unless otherwise agreed to between the parties in writing. You authorize Bidwise to receive Payment by credit card for each subsequent 30 day period based upon the Actions recognized by Bidwise and the parameters you request in the Login (“Recurring Payment”). You agree that no additional notice or consent is required before Bidwise charges your credit card for each Recurring Payment. The Initial Payment is non-refundable. You will promptly notify Bidwise in writing of any change in your information provided in the Login at advertisers@Bidwise. Late Payments bear interest at the rate of 1.5% per month or the highest rate permitted by law, if less. You agree to reimburse Bidwise for all collection costs associated with your account. In Bidwise’s sole discretion, it may provide you with a refund. Refunds will only be provided in the form of a credit to be used to offset a future Recurring Payment. All payments pursuant to this Agreement shall be in United States Dollars.

6. Disclaimer; Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, BIDWISE DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BIDWISE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES BIDWISE MAKE ANY WARRANTY AS TO THE PERFORMANCE OF ANY RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE SERVICE OR ANY ADVERTISING PRODUCT. IN NO EVENT SHALL BIDWISE BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUE, INTEREST, GOOD WILL, LOST DATA, ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, THAT ARE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION TO NEGLIGENCE) OR ANY LEGAL THEORY EVEN IF BIDWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY BIDWISE, BIDWISE’S LIABILITY TO YOU WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID BIDWISE PURSUANT TO THIS AGREEMENT. You understand that third parties and Publishers may generate Actions on your Ad for improper purposes (“Improper Actions”) and you accept said risk. Bidwise’s exclusive liability and your exclusive remedy for suspected Improper Actions is for you to make a claim for a refund in a form of a credit to be applied against a future Payment. Any refund for suspected Improper Actions are within Bidwise’s exclusive discretion. YOU UNDERSTAND AND ACKNOWLEDGE THAT SOME OF YOUR ADS WILL BE DISPLAYED VIA VARIOUS METHODS CHOSEN BY A PUBLISHER WHICH ARE NOT OWNED, CONTROLLED, DISTRIBUTED, MAINTAINED OR OPERATED BY BIDWISE. UNDER NO CIRCUMSTANCES, IS BIDWISE LIABLE TO YOU FOR THE ACTIONS OF A PUBLISHER . Your exclusive remedy, for suspected improper or invalid actions by a Publisher, is for you to make a claim against the Publisher. Under no circumstances will Bidwise indemnify you from any loss, damages, costs and fees, including reasonable attorney’s fees arising from or relating to your claim against a Publisher or any action brought by an internet user arising from or relating the actions of a Publisher.

7. Indemnification. You agree to indemnify, hold harmless and defend Bidwise and its Publishers, directors, officers, employees and agents from any liability, loss, damages, claims, or causes of action, including reasonable attorneys fees arising from or relating to: (a) any allegation that you engaged in conduct, if true would breach your warranties and/or obligations under this Agreement; and (b) any third party claims relating to your Ad and/or any service or product advertised in your Ad.

8. Advertising Agencies. If you are an advertising agency or any other entity representing an advertiser (“Ad Agency”), this Section applies, and in such case, in the Agreement, “you” and “your” means Ad Agency together with the advertiser. An “advertiser” mean entities which are enrolled in the Service by you. Ad Agency represents and warrants that: (a) it is the authorized agent of advertiser and has the legal authority to enter into this Agreement on behalf of the advertiser; and (b) Ad Agency, by enrolling the advertiser in the Service, the advertiser is also entering into the Agreement with Bidwise. Without limiting any provision in the Agreement, Ad Agency and advertiser shall be jointly and severally liable for all payment obligations pursuant to Sections 5 and 7 you hereby waive any obligation that may require Bidwise to proceed against one or more of you prior to proceeding against any others who may also be liable.

9. Cancellation. You may cancel the Service online through the Login or by providing Bidwise with 72 hours written notice of cancellation, including without limitation, by electronic email to advertiser@Bidwise. Bidwise will use its best efforts to cancel the Service within 72 hours after receipt of your written notice to cancel the Service. You are responsible to pay for Ads published up to 72 hours after Bidwise receives your written notice of cancellation. Bidwise, in its sole discretion, may cancel the Service at any time. Sections 2, 3, 4, 5, 6, 7, 8, 10 and 11 will survive cancellation of this Agreement.

10. Relationship; Assignment; Severability; Modification. The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. You may not assign or delegate any or all of your rights, obligations, and duties under the Agreement without the prior written consent of Bidwise, which may be withheld in Bidwise’s sole discretion. If any clause or provision in the Agreement is determined to be invalid or unenforceable, it will not affect the validity of any other clause or provision the Agreement, which will remain in full force and effect. Bidwise reserves the right to modify the terms of the Agreement at time, without notice to you. If you continue to use an Advertising Product after any such changes, your continued use will constitute your consent to such modifications. You will notify Bidwise immediately to any change to the information provided in the Login.

11. Miscellaneous. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AN ADVERTISING PRODUCT OR THE SERVICE SHALL BE LITIGATED EXCLUSIVELY IN THE COURTS OF PUERTO RICO, USA, AND YOU CONSENT TO PERSONAL JURISDICTION IN SAID COURTS. THIS AGREEMENT IS GOVERNED BY PUERTO RICO LAW, EXCEPT FOR ITS CONFLICTS OF LAW PRINCIPLES AND SHOULD BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT. The prevailing party in any action arising out of or relating to this Agreement, an Advertising Product or the Service has the right to collect from the other party its costs and attorneys’ fees incurred in said action. Any rights not expressly granted herein are reserved by Bidwise. You hereby grant to Bidwise the right to use your trademarks, service marks and other intellectual property for Bidwise’s promotional purposes, marketing materials and similar uses. The Agreement constitutes the entire agreement between the parties hereto relating to this specific subject matter thereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Bidwise. The term and condition of this Agreement are confidential. Each party shall not disclose the terms and conditions of this Agreement except as necessary to comply with a government rule, law or regulation. Any notices to Bidwise must be sent Bidwise, Inc., Legal Counsel, 165 Ponce de Leon Ave. STE 201. SAN JUAN, PR 00917, via confirmed facsimile with a copy sent first class mail or air mail or overnight courier and are deemed given upon receipt. Notice to you may be given to you by electronic email to the address you provided in the Login and is deemed received when sent. The failure by Bidwise to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of Bidwise’s rights hereunder to enforce each and every term and condition of this Agreement. You acknowledge that the Service, including, without limitation, all trade names, trademarks, service marks, content, text images, software, media and other material contained therein, is a work or collective work, proprietary to Bidwise, protected under copyright, trademark and other intellectual property laws.

Last Updated: June 22, 2021