MEDIA PRODUCT TERMS

Last Modified on 19 APRIL 2016

IMPORTANT: THESE ARE THE PRODUCT TERMS PERTAINING TO STARFIN LTD.’S (“HOTWIRE MEDIA” OR “WE”) SEARCHWIRE, DISPLAYWIRE AND REWIRE PRODUCTS (COLLECTIVELY, THE “MEDIA PRODUCTS”). THESE MEDIA PRODUCT TERMS ARE REFERRED TO IN THE HOTWIRE MEDIA ADVERTISING SERVICES TERMS AND CONDITIONS (THE “ADVERTISING TERMS”) AND ARE INCORPORATED THEREIN.

PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN IO FOR ADVERTISING SERVICES WHICH INCLUDES MEDIA PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE MEDIA PRODUCT TERMS.

IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADVERTISING TERMS AND/OR ANY INSERTION ORDER, THESE TERMS SHALL CONTROL.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TERMS AND/OR THE SERVICES AT ANY TIME IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS.

Terms not defined herein shall have the meaning set forth in the Advertising Terms.

1. Advertising Placement and Location.

a. Placement. Hotwire Media shall determine, in its sole discretion, on which online properties (the “Publishers”) the advertising content ( “Ads”) will run and when, during the course of any Campaign involving the Media Products. Advertiser acknowledges that Hotwire Media does not operate or control the Publishers – with the exception of its own proprietary online directory or other properties owned or operated by Hotwire Media (the “Hotwire Media Properties”). Advertiser further acknowledges that at any time during a Campaign, the Publisher mix may change. Hotwire Media makes no guarantees about when or where the Ads will be displayed by the Publishers or by Hotwire Media.

b. Geotargeting. Hotwire Media will use commercially reasonable efforts to place Ads such that they will be seen by consumers searching for services in the target locales identified during the Campaign initiation process, but Hotwire Media does not guarantee that Advertiser’s Ads will only be displayed to consumers searching for services in the target locales

c. Hotwire Media Properties and Third Party Directories. Advertiser authorizes Hotwire Media to create and post online, in the Hotwire Media Properties or the directories of third parties, profile page(s) for Advertiser, which may include the following information regarding Advertiser: name, phone number, email address, physical address and information regarding the products or services to be advertised (the “Local Profile”).

2. Campaign Logistics.

a. Duration. Upon receipt of an IO duly signed and executed by Advertiser and accepted by Hotwire Media, Hotwire Media will initiate the process of setting up the Campaign. The duration of the Campaign (the “Campaign Period”) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as set out in the Advertising Terms. The “Actual Start Date” refers to the actual commencement date of a Campaign. Advertiser acknowledges that Hotwire Media will target ten (10) business days to review and prepare the Campaign. However, this may be longer if Hotwire Media has been asked to provide creative services or if Hotwire Media experiences technical difficulties with Advertiser’s Campaign or requires further input from Advertiser before the Campaign is distributed to the Publishers. The Publishers may then take additional time to commence dissemination of the Campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the IO. The “Actual End Date” of a Campaign will be the day when 98% or more of the CMMO Fees (as defined in section 3 below) for the last Campaign Cycle (the number of Campaign Cycles committed to in a Campaign Period will be set out in the IO) have been exhausted, unless the IO states otherwise. Any non-exhausted CMMO Fees in a Campaign Cycle (if any) will be applied to the following Campaign Cycle within the respective Campaign Period. At the end of the Campaign Period any non-exhausted CMMO Fees (if any) shall accrue to Hotwire Media. Advertiser can view the amount of CMMO Fees expended updated on a daily basis on the dashboard of the Hotwire platform. Advertiser acknowledges that it may take more or less time to exhaust the CMMO Fees due to, among other things, any scheduling and inventory constraints of the Publishers.

b. Campaign Cycles. Each Campaign Period consists of 1 or more Campaign Cycles. For Media Products, the Campaign Cycle is the period of time from Hotwire Media’s commencement of applying the CMMO Fees until such time as no less than 98% of the CMMO Fees has been utilized. While, on average, this is approximately a thirty (30) day period, Hotwire Media makes no guarantees for that Campaign Cycle with respect to the time it takes to fully utilize the CMMO Fees. Advertiser acknowledges that all statistics provided by Hotwire Media evidencing such utilization shall be conclusive and binding on Advertiser for all purposes of this Agreement.

3. Fees.

a. Description of Fees. Advertiser agrees to pay the following, in the amounts set forth on the Order Form:

i. Campaign Media, Management and Optimisation Fees or CMMO Fees refer to the recurring amounts payable to Hotwire Media for the Media Products for each Campaign Cycle.

ii. Tracking Technology Services Fees refer to the service fees charged per Cycle, in the amounts set forth in the Order Form, in connection with the tracking technologies incorporated in the Media Products (the CMMO Fees and Tracking Technology Services Fees are collectively referred to herein as “Cycle Payment”).

iii. Campaign Set-Up Fee refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set up, keyword generation, website reviews, phone tracking set-up, creative services and other similar set-up requirements. With respect to SearchWire, the Campaign Set-Up Fee also includes a review of the campaign within the first 60 days of the campaign.

b. Timing of Payment. Prior to the initial Campaign Cycle, Advertiser shall pay the Cycle Payment for the initial Campaign Cycle and the Campaign Set-Up Fees, if applicable. Advertiser shall also remit the Cycle Payment in advance of each subsequent Campaign Cycle. In order to avoid any pauses in the campaign, Hotwire Media may cause payment to be made through ACH for the upcoming Campaign Cycle when 65% of the CMMO Fees for the current Campaign Cycle has been exhausted (or earlier if necessary due to Bank holidays). Advertiser understands and acknowledges that all amounts owed must be paid in advance of each Campaign Cycle and that, in addition to being in breach of Advertiser’s contractual obligations, Advertiser’s campaign may be paused or terminated if timely payment is not made.

4. Advertising Content/Keywords.

a. Ad Content. Advertiser will deliver all content required for any Ad to Hotwire Media. If such content does not conform to Hotwire Media’s or any Publisher’s specifications, then Hotwire Media or the Publisher may, in its sole discretion, modify or reject such Ad to meet Publisher’s or other technical requirements or to address Campaign performance issues. If rejected, Hotwire Media will then refund any applicable amounts paid in advance. Advertiser acknowledges that it may be limited in its ability to make further modifications to its Ads after they have been delivered to Hotwire Media. The acceptance of an Ad does not constitute approval or endorsement of the Ad by Hotwire Media or by any Publisher, for purposes of this Agreement or otherwise.

b. Keywords. With respect to SearchWire, Hotwire Media shall have discretion to select the individual words or phrases ( “Keywords”) to be used in connection with the Campaign. Advertiser may also request the use of certain Keywords. While Hotwire Media will use reasonable efforts to use these Keywords, Hotwire Media makes no guarantees that all such Keywords will be used. To the extent that Hotwire Media uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to Advertiser. To the extent that Advertiser elects to use Keywords that include the names of its competitors or trademarked terms ( “Competitor Keywords”), Advertiser does so at its own risk and acknowledges and agrees that it bears all liability associated with such action. Without limiting the foregoing, Advertiser further acknowledges that Hotwire Media may, at any time and in its sole discretion, remove Competitor Keywords, but will not be obliged to do so.

6. Privacy Considerations. Advertiser acknowledges that it is responsible for ensuring that its privacy policy and cookies policy permit Hotwire Media to provide the services contemplated by these Media Product Terms in accordance with clause 6 of the Advertising Terms.