STANDARD TERMS & CONDITIONS

Representations & Warranties: Client represents that (a) it has all necessary rights to grant MARS the right to use the Promotional Materials referenced without infringing and/or breaching any right of any third party including, but not limited to, any intellectual property right, proprietary right, statutory or common law right, or contractual right; (b) its advertising claims for its products used in connection with this Agreement shall not be false or misleading; (c) it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such party’s knowledge, any objection by any local, state or federal government agency, and (d) information Client provides to MARS will not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene. Agency makes no warranties, express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose.

Indemnification: Client shall indemnify, defend and hold MARS harmless, and its directors, officers, shareholders, employees, and agents, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, actual damage, fines, punitive damages, losses, costs, liabilities, interest, settlements, judgments and attorneys’ fees, directly or indirectly arising out of or resulting from Client’s (a) negligent acts or omissions of obligations relating to this Agreement and its performance under this Agreement; (b) the breach of any of the provisions hereof by Client; and (c) negligent acts or omissions of any third party employed by Client to perform any portion of Client’s duties or obligations contained herein.

Confidentiality: Each party shall keep confidential any confidential business information relating to the other party and/or its Clients thereto including, but not limited to, sales information, marketing information and promotion plans discussed or disclosed in the course of performing this Agreement. Each party shall promptly, as of the termination of this Agreement, return to the other party any such information that is written or in tangible form (including, without limitation, all copies, summaries and notes of contents thereof).

Pricing: At Agency’s discretion, pricing subject to change upon Client’s request for 1) substantial modifications to any aspect of an assignment; or 2) additional revisions to the creative development of an assignment beyond the initial three (3) rounds.

Coupon Redemption: Unless otherwise specified in writing, signed by Agency and Client, Client is solely responsible for all coupon redemption estimates and costs.

Force Majeure: Performance subject to contingencies such as fire, water, strikes, theft, vandalism, acts of God and other causes beyond MARS’ control. Cancelled orders require compensation for incurred costs and related obligations of MARS.

Limitation of Liability: IN NO EVENT SHALL MARS, ITS AGENTS OR ITS AFFILIATES BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR NON-CONTRACTUAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ADDENDUM, INCLUDING WITHOUT LIMITATION, THE PERFORMANCE OR BREACH THEREOF.

Entire Agreement/Amendment: This Agreement constitutes the entire agreement between the parties with respect to this Program only. No amendment or modification hereof shall be valid unless in writing and signed by the duly authorized representative(s) of the parties. This Agreement supersedes any prior agreements between the parties as to this program only. Each party represents they have the right, power and authority necessary to enter into this Agreement.

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles, and shall benefit and be binding upon the parties hereto and their respective successors and assigns. Further, all actions or proceedings instituted by any party relating to this Agreement shall be instituted in the Oakland County Circuit Court and the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.

Insurance: Client agrees throughout the term of this Agreement to maintain in full force and effect commercial general liability, umbrella liability, advertiser’s error & omissions liability and professional liability insurance coverage in an amount satisfactory to MARS, at its own expense, naming MARS as an additional insured. Client shall furnish a certificate of insurance evidencing same upon execution of this Agreement.