C-4 ANALYTICS, LLC INSERTION ORDER AGREEMENT


In consideration of the covenants and agreements contained herein, C-4 Analytics and Client agree as follows:


I. General Terms and Conditions


1. Services. C-4 Analytics shall provide Client with the services described in Section II and any future Insertion orders signed by the parties (each, a “Insertion Order”). Insertion Orders shall describe the: 1) services to be performed; 2) project fees and a payment schedule; 3) anticipated term of the services; and 4) additional costs, if any, such as search engine fees, advertising fees and travel expenses.


2. Payments. C-4 Analytics will initially invoice General Motors directly for all fees. C-4 Analytics will subsequently invoice Client for any fees not paid by General Motors within 30 days of General Motors invoice date and such Client invoiced fees will be due and payable by Client within (7) days of Client invoice date. If Client fails to timely pay amounts due under this agreement, then Client shall timely pay C-4 Analytics (a) for all reasonable costs and attorney’s fees incurred to obtain payment and (b) later charges of one (1%) percent per month on all delinquent payments.


3. Indemnification. Client shall indemnify, defend, and hold C-4 Analytics harmless against any expense, cost (including reasonable attorney fees and costs), liability, damage, claim, suit or judgment for all expenses, costs, liabilities, damages, claims, suits or judgments based on a claim that the Client’s products, services, advisements, instructions to C-4 Analytics, content, images, video, digital media, domain names or other property causes injury; infringes or constitutes wrongful use of; causes personal injury; or otherwise damages the property, persons or rights of another, including claims for injury and improper use of copyrights, trademarks or service marks.


4. Liability Limitations. C-4 Analytics shall not be liable for any direct incidental, exemplary, special, punitive or indirect damages, including lost business profits and loss, damage or destruction of data, even if C-4 Analytics has been advised of the possibility of same. The cumulative liability of C-4 Analytics for all claims arising under or in connection with this Agreement shall not exceed the total amount of one months’ fees paid or payable to C-4 Analytics under this Agreement. C-4 ANALYTICS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.


5. Force Majeure. Neither party shall be in default of its obligations under this Agreement to the extent the failure to perform its obligation is caused by conditions beyond that party's control, such as acts of God, war, terrorism, civil commotion, environmental disasters, strikes, labor disputes, search engine algorithmic changes, power and online connectivity outages, malicious attacks by third parties, or governmental demands or requirements beyond that party’s control.


6. Assignment. Neither this Agreement nor any interest hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or to a person or entity who acquires all or substantially all of the business or assets of the assigning party. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto.


7. Severability. If a court of competent jurisdiction holds any of the provisions in this Agreement to be illegal, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions, or any portion of them, will remain unaffected, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the parties’ intent.


8. Entire Agreement; Amendments and Waivers. This Agreement and the Insertion Orders contain the entire agreement between the parties with respect to the matters covered herein and specifically supersede any previous proposals, agreements and understanding between the parties. This Agreement shall not be modified or any right or obligation hereunder waived in any way except in writing signed by both parties and stating expressly that it constitutes a modification or waiver of this Agreement.


9. Interpretation. The language of all parts of this Agreement has been negotiated by two parties with equal bargaining power, and shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either party. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.


10. Notices. Notices under this Agreement shall be sent in writing to the attention of the President of a party at the address set forth in the first paragraph of this Agreement or to such other address as designated in writing in accordance with this section. Notices shall be delivered by hand, by overnight courier or by certified mail, return receipt requested. Notices are effective on the date of confirmed receipt.


11. Governing Law; Forum; No Juries. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflicts of laws provisions thereof. Suffolk County Massachusetts Superior Court shall be the exclusive venue and jurisdiction of any claim that arises under or in connection with this Agreement or otherwise existing between the parties. Each party waives its right to a trial by jury in connection with any such action or judicial proceeding.


12. Counterparts. This Agreement may be executed in two counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one Agreement.


II. Overview of Insertion Order Terms and Conditions


Project Description: Online Marketing Products: The following outline represents the itemized list of tasks and deliverables under the scope of this agreement. This agreement covers one, a combination of or all the below product offerings:


PAID MEDIA: C-4 Analytics will provide a digital paid media campaign for Client by (1) running ads across the following mix of platforms such as; Search, Display, Retargeting, Social Media and Video (2) identifying customers who are shopping with in the automotive in market segment within the Clients Area of Responsibility (AOR), (3) including messaging in ads that encourage consumers to visit clients website and convert into a lead.


SEARCH ENGINE OPTIMIZATION: C-4 Analytics will provide a long-term search engine optimization strategy consisting of, on site landing pages, meta information development and coding keyword analysis strategy and implementation; content strategy analysis and modification as required.


SOCIAL MEDIA MANAGEMENT: C-4 Analytics will provide management of Clients social media platform, with a focus on Facebook. We will engage in organic posts if requested to ensure platforms establish the Clients brand and social presence.


VIDEO: C-4 Analytics will provide a digital video paid media campaign using Client provided video content, specifically leveraging YouTube for Client by (1) identifying customers who are shopping with in the automotive in market segment within the Clients Area of Responsibility (AOR), (2) including messaging on display ads that encourage consumers to visit client’s website and convert into a lead.


Duration of service period and termination rights: 30 days with automatic extension for additional 30-day terms. Either party may terminate this agreement by written notice with such termination effective on the last day of the month in which written notice of termination is received.


Fees: Fees as defined on the General Motors iMR web portal.



C-4 Analytics has developed this Insertion Order, and the CLIENT hereby accepts this Insertion Order based on the following assumptions, terms and conditions:


A. FILE UPLOADING AND INSERTION: C-4 Analytics is not responsible for visual design insertion, website design insertion or graphic insertion (“file uploading”). Any and all landing pages shall be inserted by Client or Client’s website provider or partner companies of CLIENT or third party vendors at CLIENT’s sole discretion. Assistance or insertion by C-4 Analytics does not constitute waiver. C-4 Analytics is not responsible for any actions or inactions of third party vendors.

B. ADVERTISEMENTS: CLIENT is solely responsible for compliance, media licenses, trademarks, and securing intellectual property rights to any assets used to further any marketing campaign, landing pages or on their site.

C. SPECIAL SERVICES: Estimated figures do not include special services such as translation service including translating advertisements, landing pages or any content into other languages, custom customer data collection costs (if requested by client), Web Design, printing, print production, CD replication, graphic design, motion design and/or programming (such as Macromedia Flash) or hosting (unless previously noted). If these services are requested, C- 4 Analytics will submit a request for approval of the applicable services and fees to CLIENT in accordance with the procedure set forth in the Agreement.