This Master Services Agreement is entered into by and between MOAR MARKETING LLC with a business address at 348 N
Goodman Street, Rochester, NY 14607 (“MOAR”) and ADVERTISER, the partnering company at their business address
(“Advertiser”). (MOAR and Advertiser may be referred to individually as “Party” and collectively as the “Parties”
The Parties agree to the terms and conditions set forth herein. These terms and conditions shall govern the placement
and delivery of advertising as set forth in the applicable Insertion Order (“IO”) executed by the Parties. The IO(s)
shall be incorporated into these terms and conditions, and the IO and these terms are collectively referred to as the
MOAR shall provide Advertiser with the advertising services set forth in this Agreement and the applicable IO. MOAR
shall distribute Advertiser’s proprietary creative advertising materials including, without limitation, banners,
buttons, text-links, clicks, co-registrations, pop-ups, email, graphic files and similar online media (collectively
“Ads”) through the MOAR Traffic Network (as defined below), by way of posting Ads on websites or other means of online
marketing (collectively the “Services”).
THE MOAR Traffic Network is defined as MOAR’s company website(s) and/or various third-party publishers that may be
authorized by MOAR (“Publishers”) to post Ads on or through websites and/or applications that they control or utilize.
Advertiser shall provide MOAR with the Ads, including all advertising and marketing copy and creative materials, to be
used in connection to the Services. Advertiser hereby grants to MOAR a limited, nontransferable, revocable,
nonexclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit, and distribute the Ads to the
extent deemed necessary for MOAR to provide the Services under this Agreement.
The Parties agree that Advertiser owns and/or controls any and all intellectual property rights associated with the
Ads, except for portions that may be created by MOAR on behalf of Advertiser. If Advertiser requests that MOAR
contribute to the development of the Ads, it shall be executed in writing, and Advertiser shall retain all rights to any
such contribution (under the consideration of work-for-hire or under exclusive worldwide and for life of copyright
assignment, with the right to fully assign them).
Advertiser shall submit the Ads at least five (5) days prior to the start of any advertising campaign. MOAR will not
edit, copy, modify, alter or change the Ads in any way. If any such change or modification is necessary, it shall be
authorized by the Parties in writing.
MOAR has no responsibility to review the creative content, however MOAR reserves the right to refuse any Ads, creative
content, advertising campaign request, or to cancel or remove any content and/or advertising campaign that does not
conform to the terms of this Agreement, or any other requirement of MOAR. MOAR, in its sole and complete discretion, may
refuse the use of any creative content for reasons including, but not limited to, creative content or content on the
Advertiser’s website that is inappropriate, unlawful, it violates any regulations or policies, does not comply with this
Agreement, or may result in liability to MOAR. Additionally, MOAR reserves the right to reject any URL link embodied
within any Ad. The failure of MOAR to remove, reject, cancel, omit, or modify an Ad shall not be construed as an
acceptance of an Ad, nor shall it affect any other provisions of this Agreement.
Distribution and positioning of the Ads within the MOAR Traffic Network is at the sole discretion of MOAR and its
Publishers. MOAR does not guarantee that your Ads will be available through any specific part of the MOAR Traffic
Network, precision as to when the Ads will run, or the placement and positioning of the Ads. MOAR reserves the right to
make minor adjustments to the Ads, with or without notice to the Advertiser, in order to optimize campaign results.
MOAR Warranties and Representations
MOAR represents and warrants that:
it has power and authority to enter into and perform its obligations under this Agreement;
at all times, it will comply with all applicable foreign, federal, state, and local laws, rules, regulations, and
ordinances including, without limitation, federal and state laws regulating spyware/adware;
MOAR services do not involve investigating or resolving any claim or dispute involving Advertiser and any Affiliate or
other third party. Any and all disputes between Advertiser and any Affiliate must be resolved by Advertiser and that
Affiliate. Advertiser agrees that MOAR shall have no obligations and incur no liabilities to Advertiser in connection
with any such dispute.
Advertiser Warranties and Representations
Advertiser represents and warrants that:
it has power and authority to enter into and perform its obligations under this Agreement;
at all times, it will comply with all applicable foreign, federal, state, and local laws, rules, regulations, and
ordinances including, without limitation, federal and state laws regulating spyware/adware, marketing/advertising, and
that all Ads are in compliance with all laws, regulations and ordinances of the United States and any other jurisdiction
in which Advertiser conducts its business or where any Advertised products and/or services included in the Ads are based
or targeted to;
it owns, controls and/or has any and all rights, title, and interest in and to the Ads, and to permit the use of the
Ads by MOAR and Publishers as contemplated by this Agreement;
the use of the Ads as contemplated and authorized by this Agreement will not infringe on any third party's rights,
including but not limited to copyright, patent, trademark, trade secret or other proprietary rights or right of
publicity or privacy;
Advertiser’s website and/or content shall not include any material: that can be considered illegal, defamatory,
libelous, obscene, hate-filled, or otherwise objectionable; that promotes any illegal activity; or that contains
viruses, Trojan horses, automatic file downloads, auto app store redirects, alert scripts, exit scripts, worms,
cancelbots, or any other harmful programming routines;
minimum, adequate notice, disclosure, and options to users regarding Advertiser’s use of their personal information.
For any email campaigns which may be carried out by MOAR within the scope of its services hereunder, when and where
applicable, Advertiser represents and agrees to the following:
Advertiser and its Affiliates shall be solely responsible for creating and maintaining a suppression list with respect
to Advertiser and its Affiliates, and Advertiser shall supply this suppression list data with MOAR immediately (at least
daily) to ensure that offers are not emailed to persons that have unsubscribed or opted-out from receiving such offers.
If no such opt-out email addresses are supplied by Advertiser, MOAR will conclude that none exist.
Any and all email-based Ads, as well as any and all email addresses and header information supplied by Advertiser:
shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as
amended, California Business and Professions Code § 17529, Canada's Anti-Spam Legislation (CASL), and Federal Trade
Commission regulations; and must not infringe, misappropriate, or otherwise violate any copyright, patent, trademark,
trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or right of,
any person or entity including, without limitation rights of privacy and publicity; and must not result in any consumer
fraud or product liability, nor cause injury to any third party.
Specifically, Advertiser shall include a valid physical postal address in email Ads, as well as a functioning
unsubscribe link (active for a minimum of 30 days after email delivery). Email header information shall be deemed part
of the creative content of the Ad, to which Advertiser represents is neither false nor misleading.
Advertiser agrees to indemnify, defend, and hold harmless MOAR (and its group companies and officers, directors,
employees, agents, independent contractors, service providers, licensors, affiliates, and publishers) from any and all
demands, claims, suits, actions, or proceedings, including reasonable attorney’s fees and legal costs (each a "Claim")
in the event that such Claim is based upon or arises out of any act or omission, breach, misrepresentation, and/or
infringement by Advertiser and its Affiliates or any of the obligations hereunder, and in particular, in connection with
the warranties and representations above.
In the event that Advertiser receives any Claim which may also affect in any way or subject MOAR to any liability,
Advertiser shall (a) give prompt notice to MOAR of the Claim and (b) provide reasonable time and availability for MOAR
to have a proper and effective defense of the Claim. In the event that MOAR deems it appropriate, based on the potential
consequences of the Claim, or because Advertiser’s defense strategy conflicts with MOAR’s or is detrimental to MOAR’s
interests, Advertiser shall grant MOAR direct participation (through its own legal counsel) and/or the right to carry
out its own defense or settlement of any such Claim to the extent of MOAR’s liabilities thereunder (and without
prejudice of Advertiser’s indemnity obligations). Advertiser shall provide all necessary cooperation and assistance in
the defense or settlement of the Claim. Advertiser shall not make any settlement of the Claim that results in any
liability or imposes any obligation on MOAR without the prior written consent.
In the event that MOAR receives notice of any Claim subject to Advertiser’s indemnity obligation hereunder, MOAR will
give Advertiser prompt notice of said claim, provided, however, that failure to provide notification shall not affect
Advertiser’s indemnification obligations, except to the extent that the failure to notify delays or prejudices
Advertiser’s ability to defend the applicable Claim.
Billing and Payment
In consideration of the Services to be provided, Advertiser agrees to pay MOAR all applicable fees in accordance with
the Actions (as defined herein) and payment terms determined and defined in the relevant IO executed by both parties. An
action is any act or event (including, without limitation, leads, actions, impressions, views, clicks, sales,
applications, registrations, and click-throughs) that is a compensable transaction according to the specific scheme
defined in each relevant IO. Schemes include, without limitation: Cost Per Acquisition (CPA), Cost Per Click (CPC), Cost
Per Thousand (CPM), Cost Per Lead (CPL), Cost Per Download (CPD), Cost Per Install (CPI), Cost Per Sale (CPS) and Cost
per View (CPV).
MOAR will invoice Advertiser on a monthly basis or as specified in the relevant IO. Unless otherwise specified on the
invoice or IO, payment is due within fifteen (15) days from the date of the invoice. Overdue invoices will accrue an
interest rate of 1.5% per month. MOAR’s failure to invoice Advertiser each month shall not constitute a waiver of any
amounts due to MOAR by Advertiser for which an invoice may be sent at a later date.
MOAR shall be entitled to recover from Advertiser any sums expended in connection with the collection of amounts not
paid by Advertiser to MOAR when due, including collection agency fees, attorneys’ fees, and expenses as applicable. In
the event of Advertiser’s default relating to payment, MOAR reserves the right to require prepayment for any further
Services and/or additional IOs. Any deposits into Advertiser’s account are non-refundable.
Pricing rates, payment terms, minimums, costs and fees are subject to change from time to time by MOAR upon written
notice to Advertiser. All prices, rates, etc. are exclusive of VAT, Sales tax, GST or similar, when and where
All sums payable hereunder by Advertiser to MOAR will be subject, when and where applicable, to all applicable laws
and regulations requiring the deduction, withholding or payment therefrom of income taxes, remittance taxes or any other
indirect taxes or fees on account of MOAR, and both parties hereby reciprocally authorize each other to make such
deductions, withholdings and payments as may be mandatorily required to be made under any applicable. Where there is a
withholding tax or similar deduction, Advertiser will pay such withholding tax to the relevant tax authority and
promptly provide MOAR with tax receipts evidencing payment of the withholding tax and will use best efforts to assist
MOAR to obtain any available tax exemption, tax reduction or tax credit in respect of such withholding tax.
Tracking and Statistics
MOAR will deploy a pixel or other tracking method (“Pixel”) to track Actions and web traffic. Advertiser agrees not to
alter, remove, or change location of the Pixel. If Advertiser alters, removes, disables, or moves the Pixel thereby
disrupting MOAR’s tracking system, Advertiser will be obligated to pay MOAR for all estimated Actions generated during
this period based upon the prior earnings over the previous month during the period of time in which such Pixel was
altered, disabled, displaced or removed. Advertiser agrees to place MOAR’s Pixel on a unique confirmation page that does
not contain any third-party tracking methods.
MOAR’s tracking statistics shall be the definitive basis for payments due under this Agreement. Any discrepancies or
disputes regarding amounts due must be brought to the attention of MOAR within thirty (30) days from the date of the
invoice or else they will be deemed permanently waived.
MOAR enforces strict processes to combat fraud. Without specific, demonstrable evidence of fraud as determined by
MOAR, Advertiser agrees to pay MOAR in full for all services performed under the Agreement, notwithstanding any
potential or actual fraud committed. If Advertiser reasonably believes that MOAR or any of its Publishers have engaged
in fraudulent activity, Advertiser must notify MOAR within 48 hours of any actual or constructive evidence. If
Advertiser provides commercially reasonable and objective evidence, and after reasonable investigation MOAR determines
and confirms in writing the existence of fraudulent activity, Advertiser may reserve the right to withhold payment on
the confirmed fraudulent transactions only. Advertiser’s failure to provide timely notice to MOAR shall constitute a
waiver of any and all claims related to any such fraudulent activity, and all related charges will be final and not
subject to dispute.
The Parties acknowledge that in the course of fulfilling their obligations under this Agreement, a party (the
“Disclosing Party”) may provide access to certain confidential information to the other party (the “Receiving Party”)
which may include: names, email addresses, and other personal information pertaining to leads generated and sales
information such as cost, pricing, and financial information; consumer contact information; contact information for each
Party’s employees, contractors, publishers, and other marketing affiliates; business methodologies and plans; marketing
strategies, methods, and materials; computer programs and source code; and all related information (collectively
“Confidential Information”). All Confidential Information shall remain the exclusive property of the Disclosing Party
during and after the term of Agreement. The Receiving Party shall keep in strict confidence all Confidential Information
and shall not at any time use Confidential Information in any manner for its own benefit.
The Receiving Party’s confidentiality obligations under this Agreement shall survive and subsist in relation to any
Confidential Information (notwithstanding the prior termination or expiry of this Agreement for any or no reason) for a
period of three (3) years from the date of the last disclosure under this Agreement of any Confidential Information by
the Disclosing Party.
Each Receiving Party recognizes that any breach or threatened breach of the confidentiality obligations under this
Agreement may cause the Disclosing Party irreparable harm for which damages may not be an adequate remedy. Accordingly,
in addition to any other remedies and damages available to the Disclosing Party under the Agreement, law or equity, the
Receiving Party acknowledges and agrees that the Disclosing Party is entitled to the remedies of specific performance,
injunction and other equitable relief without proof of special damages.
Limitation of Liability
MOAR AND ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, ASSIGNS, SUCCESSORS
AND/OR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS,
SECURITY OR ACCURACY OF OUR PRODUCTS, CONTENT, PROGRAM OR SERVICES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE
SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. MOAR DOES NOT MAKE ANY
WARRANTY THAT ITS PRODUCTS AND SERVICES WILL MEET ADVERTISER’S REQUIREMENTS, OR THAT SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. FURTHERMORE, MOAR DOES NOT MAKE ANY WARRANTY
AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES. MOAR DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH
REGARD TO OUR PRODUCTS, WEBSITES, AND SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE (INCLUDING WARRANTY OR REPRESENTATION OF SUCCESS OR PROFITABILITY), TITLE AND
NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, IF MOAR IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD
PARTY UNDER YOUR CONTROL, THE PARTIES AGREE THAT MOAR’S LIABILITY WILL BE LIMITED TO ACTUAL DAMAGES AMOUNTING TO A
MAXIMUM OF THE TOTAL REVENUES EARNED FOR THE RELATED TRANSACTIONS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING
RISE TO A CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST MOAR MORE THAN ONE YEAR AFTER THE TERMINATION OF
MOAR SHALL NEVER BE LIABLE FOR DIRECT OR INDIRECT LOSSES AND INJURIES, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS OF BUSINESS PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF REPUTATION, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS,
REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM (WHETHER CONTRACTUAL, TORT OR OTHERWISE) AND IRRESPECTIVE OF
WHETHER FORESEEABLE OR WHETHER MOAR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
No Monitoring or Supervision
Other than MOAR relying on Advertiser’s warranties and representations and compliance with the terms of this
Agreement, Advertiser acknowledges that neither MOAR nor any employee, associate, agent, assign, affiliated company or
successor of MOAR shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior
approval of, or review of the Ads or content appearing or otherwise distributed on, in or in association with
Advertiser’s website(s) and any other communication methods used to provide the Services hereunder. Advertiser shall be
solely responsible for any legal liabilities or consequences resulting from the dissemination methods and of the content
included on or linked through the Ads and Advertiser’s website(s) or other communications methods, except when otherwise
expressly agreed by the Parties in writing.
Advertiser acknowledges and agrees that the term of this Agreement is at will and will begin upon the date of
execution of this Agreement and relevant IO and will continue indefinitely until terminated by either party.
Advertiser or MOAR may terminate this Agreement at any time, with or without cause, by giving the other party five (5)
business days prior written notice of termination, or according to any specific termination provisions specified in the
Entire Agreement; Assignment
This Agreement constitutes the entire agreement between MOAR and Advertiser with respect to the subject matter herein,
and supersedes and cancels all other agreements, discussion, or representations, whether written or oral, throughout the
duration of Advertiser’s relationship with MOAR. Subsequent, duly executed agreements may prevail only in respect to
specific commercial terms of an IO.
In the event that MOAR is required to digitally sign or agree to additional terms when using Advertiser’s network,
site, or platform, the Parties agree that such digital Agreement is merely a technical requirement to view statistics
and/or access advertising content. Accordingly, any digital acceptance or required click-through website terms or terms
that appear on Advertiser’s program or network site shall have no force or effect against the Parties to the extent they
are acting under this Agreement; shall not govern the Parties; and shall be disregarded and deemed non-effective and
superseded by this Agreement.
Advertiser acknowledges and agrees that the failure of Company to enforce any of the specific provisions of this
Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision(s) had never
been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision.
Advertiser agrees that Company may at any time, and without prior notice, freely assign all or part of its duties,
obligations and benefits hereunder. This Agreement or any interest herein shall not be assigned by Advertiser to any
third party without the prior express written consent of MOAR.
Jurisdiction; Governing Law
This Agreement is executed in New York and all provisions shall be governed by and construed according to the laws and
judicial decisions of the State of New York and the United States when applicable, without regard to conflict of law
Except as provided in these terms, all disputes as to the interpretation of or any performance under this Agreement,
which are not first resolved informally, shall be determined by binding arbitration governed by the American Arbitration
Association ("AAA"). Unless otherwise agreed upon, the arbitration shall take place in the State of New York. This
arbitration provision does not prohibit MOAR from bringing an action in court in the event that Advertiser, in its
capacity as a party to this Agreement, commits any action in breach of the federal CAN-SPAM Act, state statutory laws,
such as California Business & Professions Code § 17529; or infringement on MOAR’s rights or the rights of any
third-party; or where damages would not be an adequate remedy and Company seeks equitable relief, including injunctions.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of
this Effective Date, .