THIS MASTER SERVICE AGREEMENT, including the Statement of Work (as defined herein) and other exhibits and agreements referred to herein and incorporated herein by reference, (the “Agreement”) is made as of the Effective Date (as defined herein) between Critical Mention, Inc. (“CMI”) and the Customer (the “Customer”) identified on the Statement of Work (as defined herein) (each a “Party” and together the “Parties”).

1.) TERMS OF USE.  This Section 1 sets forth the terms and conditions governing CMI’s provision and Customer’s use of certain CMI products and services (collectively and individually the “Service”) ordered by Customer pursuant to a certain Statement of Work (the “Statement of Work” or “SOW”) executed by the Parties. CMI grants Customer a limited, non-exclusive license to use the Service during the Term (as defined herein) and to view data, including digitized broadcast television, text and/or other clips provided via the Service (collectively, the “Data”), in each case according to the Terms of Use specified herein. CMI shall monitor various sources for mentions of words or phrases specified by Customer (each word or phrase, a “Saved Search”). CMI reserves the right, in its sole and absolute discretion, to refuse to undertake any query that CMI reasonably deems improper or unlawful.  Customers can access the Data containing the Saved Searches through the Service.  Using the Service’s functionality, Customers shall use the Data for private, research, educational and non-commercial use only. Notwithstanding the foregoing, Customer may circulate the Data within the Customer’s organization and may allow its agents, contractors, and customers (in the case of agencies who use the Service on behalf of one or more customers) (“Permitted Customer Recipients”) and affiliated entities via hard copy, digital copy or link distribution through e-mail, as permitted in the Service, but Customer shall not publicly broadcast, transfer, display, or otherwise publicly exhibit any part of the Data by any means including posting clips to a public web site on the Internet.  Customer shall not create derivative works from, resell, reverse engineer or otherwise redistribute the Data, the Service or CMI’s technology.  Unless otherwise specified herein or permitted in the Service (ie. downloaded), Customer may access the Data for as long as it is maintained in the platform after the original broadcast date.  Neither Customer nor Permitted Customer Recipients may (a) resell or redistribute the Data supplied hereunder (including any portion of the Data); (b) distribute or transfer, by any means whatsoever, any Data received via the Service (or copies thereof), to any person, organization or institution other than other Permitted Customer Recipients; or (c) download or store the Data other than for private, research, educational, or non-commercial use or reference by Customer or Permitted Customer Recipients.  Customer warrants that the Data provided to Customer through the use of the Service will not be resold, republished or otherwise systematically distributed to third parties in any form, including but not limited to an extranet or internet site. Notwithstanding anything to the contrary in this Section 1, Customer may, via CMI functionality, post, in electronic format, individual broadcast television clips, articles, reports or the like, received via the Service to an intranet site for access and use solely by Permitted Customer Recipients.  Customer agrees to use reasonable efforts to prevent unauthorized copying or distribution of the Service, Data or CMI’s technology. CMI retains all rights, title and interest in CMI’s technology and any intellectual property rights of whatever nature throughout the world covering or embodied by the Service, Data or CMI technology.

2.) PAYMENT TERMS; TAXES.  CMI shall invoice Customer, and Customer shall pay CMI, in accordance with the fee schedule (the “Fee Schedule”) on the SOW. By accepting this Agreement, Customer acknowledges that it has read and agrees to be bound by the Fee Schedule.  CMI may charge additional fees for downloads of licensed content.  All payments are non-refundable.  Should Service be deactivated due to non-payment, CMI may charge a reactivation fee.  All applicable sales and other taxes will be included on CMI’s invoices.  If tax exempt, Customer shall provide a valid tax exemption form upon execution of the SOW.

3.) EFFECTIVENESS, ACCEPTANCE, TERM AND TERMINATION.  This Agreement shall be effective, and deemed accepted and agreed by Customer and CMI, as of the date both Customer and CMI execute the SOW (the “Effective Date”). The Initial Term of this Agreement shall commence on the Effective Date on the SOW and extend through the Initial Term End Date set forth on the SOW (the “Initial Term”) or through the Renewal Term End Date on a Renewal SOW (“Renewal Term”). The Initial Term together with any subsequent Renewal Terms shall be referred to herein as the “Term.”

4.) DISCLAIMERS.  Customer acknowledges and agrees that in providing the Data and Service, CMI will supply information, including news mentions, prepared by others (“Third Party Content”).  The Data and Service provided by CMI in connection with this Agreement are for informational purposes only.  CMI does not represent, warrant or guarantee, and shall not be responsible for, the accuracy, completeness, timeliness, sequence, adequacy, reliability or editorial approach of any Third Party Content and shall have no liability for any action taken or loss incurred as a result of the inability to access, or the use of, the Third Party Content, Data or the Service.  Customer acknowledges and agrees that the Third Party Content monitored by CMI is subject to copyrights owned by third parties. CMI does not imply, represent or warrant, by virtue of supplying information incorporating Third Party Content, that CMI owns any copyright in the Third Party Content or Data, or that CMI holds or grants any license, whether to copy, display, perform, translate, distribute, broadcast or otherwise transfer television clips or any text or graphics provided, including news mentions or links to such mentions under copyrights owned by third parties.  Customer’s use of any broadcast television clips, text or graphics provided hereunder, other than in accordance with the terms set forth herein, shall be at Customer’s sole risk and expense.  Further, Customer’s use of information obtained through the Service may be subject to restrictions imposed by one or more third-party copyright owners, and Customer agrees that it shall comply with any such restrictions.  CMI DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE THIRD PARTY CONTENT, SERVICE AND DATA.  CMI does not represent or warrant that any specific source will be monitored by CMI. CMI reserves the right to change the sources that it monitors at any time.  Certain sources may limit Customer’s ability to view content or access links through the Service. Customer agrees that it shall comply with any such restrictions.

5.) LIMITATION OF LIABILITY.  Neither Party to this Agreement nor its respective parents, subsidiaries or affiliates shall be liable to the other Party, or its parents, subsidiaries, or affiliates, for any indirect, incidental, punitive, exemplary, special or consequential damages arising out of or in connection with this Agreement, or any Services, content (including Third Party Content), Data, information and other materials offered by CMI, including without limitation, lost revenues, lost profits, loss of business, loss of goodwill or loss of Data, even if the other Party has been advised of the possibility of such damages, and regardless of the nature of the cause of action. In no event shall a Party’s aggregate liability to the other Party for damages arising out of or in connection with this Agreement exceed the total fees paid by Customer to CMI during the twelve (12) month period prior to the date any such damages are incurred.

6.) CONFIDENTIALITY.  All non-public information, or other information that a Party should reasonably believe to be confidential information disclosed by a Party hereto to the other Party shall be deemed “Confidential Information” of the disclosing Party and will be held in strict confidence by the receiving Party.  CMI shall not use such Customer Confidential Informa­tion other than for the provision of Services to Customer.   Confidential information shall not include information that is (i) in or becomes part of the public domain, (ii) demonstrably known to the receiving Party previous­ly, (iii) independently developed by the receiving Party outside of this Agreement or (iv) rightfully obtained by the receiving Party from third parties, or (v) is required by law or governmental regulation to be disclosed.

7.) NOTICE.  Any notices required to be provided to CMI hereunder shall be sent to CMI at the following fax or email address:  212-898-0121 or [email protected] or such other fax or email address as CMI may specify from time-to-time in an email sent to Customer’s then current email address as indicated in the Customer’s account details maintained by CMI.  Customer’s email address and other account details maintained by CMI shall be consistent with information set forth on the Statement of Work unless Customer notifies CMI of any change(s) to such information in a writing sent to CMI via fax or email in accordance with the foregoing.  Notices sent to CMI shall be effective only upon Customer’s receipt of an automated delivery confirmation.  Customer is solely responsible for ensuring that Customer’s email address and contact information as maintained by CMI is current.

8.) MISCELLANEOUS.  In the event of an interruption to Customer’s access to the Service, CMI shall correct such interruption within one (1) business day of receiving notification from Customer of any such interruption, unless such interruption is caused by a force majeure as set forth herein. Neither Party shall be liable for any delay or failure to perform under this Agreement if caused by conditions beyond its control, including, but not limited to flood, lightning, subsidence, terrorist act, fire, war, acts of government, or an outbreak of disease, epidemic or pandemic (“force majeure”) but no such event shall relieve Customer of Customer’s obligations to make payment to CMI. The affected Party shall promptly notify the other Party of the nature and anticipated length of continuance of such force majeure. If such failure continues for more than one (1) month, either Party may terminate this Agreement. Neither Party may assign this Agreement without the consent of the other Party, except in the event of a merger, acquisition, restructuring or sale of all or substantially all of a Party’s assets or, in the case of an assignment by CMI only, a reorganization of CMI resulting in an assignment of this Agreement to an affiliate of CMI.  The Parties hereto are independent contractors, and nothing in this Agreement shall be construed as creating an agency, partnership, joint venture or any other form of legal association between the Parties.  This Agreement, the SOW, and other exhibits and agreements referred to herein and incorporated herein by reference constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements, representations or understandings relating thereto and may be executed in two or more counterparts, and each counterpart may be exchanged by facsimile, email or via an electronic signature through a third party and shall be deemed an original thereof.  Each Party may use the other Party’s name on an appropriate section of its web site and in press releases, provided that any further use of either Party’s name or marks by the other Party must be mutually approved. The laws of the State of New York govern this Agreement, and Customer irrevocably submits to the exclusive jurisdiction of the State and Federal courts located in the State, City and County of New York.  In the event of a dispute under this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and related costs and expenses, including costs of expert witnesses, non-expert witnesses, filing fees, reproduction, transportation, room, board and other costs and expenses of whatever nature incurred as a result of or otherwise in connection with such dispute and the resolution thereof.