ZDigital

1. Confidentiality And Non-disclosure Agreement. We will not disclose any confidential information relating to your company or its online advertising campaigns.

2. Limitation Of Liability. To the extent permitted under applicable law, in no event will ZDigital or its officers, employees, directors, shareholders, subsidiaries, affiliates, agents, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any statutory, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, attorneys’ fees and costs, profits, goodwill, use, data or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages), resulting from your (or anyone using your accounts) use of the ZDigital Network. If either party is unable to perform any obligation under this agreement, either party will have no liability for inability to supply the service.

3. Termination. Either party may terminate this service at any time for any reason by giving 30-day notice to the other party in writing.

4. Assignment. You agree not assign, resell, sublease or transfer the Service (or any part thereof), or any rights or obligations under the terms of this agreement without the prior written consent from ZDigital.

5. Privacy. ZDigital is committed to protecting your privacy. For to view our privacy policy, please visit www.zdigital.com/privacy-policy

6. Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California and the Federal Laws of the United States of America. Actions relating to this Agreement, including but not limited to its interpretation, application or existence shall be brought in San Diego County, California and Client irrevocably consents to the jurisdiction of such courts.

7. Copyright Infringement Notice Procedure. (a) Copyright Infringement Notification. ZDigital respects the intellectual property rights of others. Upon proper notice, ZDigital will remove any content that violates copyright law, suspend access to the ZDigital Network (or any portion thereof) to any user who uses the ZDigital Network in violation of copyright law, and retains the right at its sole and exclusive discretion to terminate the accounts of repeat infringers.Pursuant to Title 17 of the U.S. Code, Section 512, ZDigital has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been copied in a way that constitutes copyright infringement, please send ZDigital’s copyright agent a notification of claimed infringement with all of the following information: (i) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (ii) identification of the claimed infringing material and information reasonably sufficient to permit ZDigital to locate the material on the ZDigital Network; (iii) information reasonably sufficient to permit ZDigital to contact you, such as an address, telephone number, and, if available, an e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) your physical or electronic signature. Please provide us with a notice that includes all of the above enumerated information (“Notice of Infringement”) mail it to the following ZDigital copyright agent: ZDigital Copyright Agent ℅ ZDigital, LLC 543 Encinitas Blvd, STE 101 Encinitas CA 92024

8. Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent ZDigital may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of ZDigital’s liability shall be the minimum permitted under such applicable law.

9. Indemnification. You agree to indemnify, defend, and hold harmless ZDigital, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys fees and costs) that they may incur as a result of or arising from (a) any information (including, without limitation, your User Submissions, Feedback, or any other content) you (or anyone using your account) submit, post, or transmit on or through the ZDigital Network; (b) your (or anyone using your accounts) use of the Service and the ZDigital Network (including; without limitation, any and all purchases) (c) your (or anyone using your account’s) violation of these Terms; or (d) your (or anyone using your accounts) violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity or the Americans with Disabilities Act and any other applicable accessibility laws or regulations whether State or Federal. ZDigital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with ZDigital in asserting any available defenses.

10. Cancellation. In order to protect you, to cancel your service, you must contact ZDigital directly via telephone at (760) 983-2844 so we can authenticate that you are the accounts authorized user. Cancellation requests must be verbally communicated to ensure cancellation is by the authorized user.

11. Modifications. ZDigital may, in its sole and absolute discretion, change these Terms from time to time. In case of any material change to these Terms, we will replace the “Terms of Service” link on our home page with a link entitled “Terms of Service: Updated” for no less than 30 days. All changes to the Terms or the Privacy Policy will be effective when posted, and your continued use of the Service after the posting will constitute acceptance of, and agreement to be bound by those changes. If you object to any such changes, your sole recourse shall be to cease using ZDigital Services.

12.You agree to allow ZDigital permission to set up recurring payments for monthly management fees to the credit card you provided. Monthly management fees are billed in advance for each month of service and are separate from Set Up Fees and will be charged monthly until you request cancellation.

15. In the event that ZDigital assists you in creating an account with any third party entity, (websites, advertisers or other entity), you agree that any privacy policies, terms, conditions, and/or legal agreements of any kind are agreements between you and the third party and not between ZDigital and the third party.