Standard Terms and Conditions

1. Use of Capitalized Terms.

The term "Client" used herein refers to the client whose name is listed on the cover page of the CompareNetworks, Inc. Services Contract. "Company" refers to CompareNetworks, Inc., a Delaware corporation. The term "Agreement" refers to the Services Contract between Company and Client which has incorporated these Standard Terms and Conditions. The term "Services" refers to the products and services to be provided by Company to Client under the Agreement.

2. Intellectual Property.

Both parties recognize that each owns significant intellectual property rights. The parties do not, by their execution of the Agreement or their activities in furtherance of any initiative contemplated thereby, intend to confer any rights of ownership or use or license of any kind in the intellectual property owned by either party or any third party prior to the date of the Agreement, other than such rights to use as are specifically provided for hereunder.

3. Representation and Covenants of Client.

Client represents and covenants to Company that: (i) Client has all necessary rights and interests in and to the Client Content; (ii) there are no consents or approvals necessary for Client to enter into this Agreement.

4. Representations and Warranties of Company.

Company represents and warrants to Client that it has the full right, power and authority to enter into and to perform its obligations under the Agreement.

9. Term; Termination for Convenience.

This Agreement shall continue until the expiration date specified on the order form or insertion order. Either party may terminate this Agreement upon 90 days' prior written notice to the other party.

10. Mutual Indemnification.

Each party shall indemnify and hold the other party harmless from and against any and all loss, liability, damage or expenses arising out of a claim involving a third party.

11. Limitations of Liability; Disclaimer of Warranties.

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES.

12. Confidentiality; Nondisclosure.

"Confidential Information" means all information, including without limitation data, technology, samples and specimens relating to a party to the Agreement.

16. Miscellaneous.

The Agreement, together with these Standard Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and therein and supersede all previous and contemporaneous agreements, proposals and communications, written or oral.

ANY AND ALL AGREEMENTS SHALL BE GOVERNED SOLELY BY THESE STANDARD TERMS AND CONDITIONS CONTAINED HEREIN. COMPANY MAY, FROM TIME TO TIME, ALTER, AMEND, OR ADD TO THESE STANDARD TERMS AND CONDITIONS. WHEN IT DOES, COMPANY MAY PROVIDE NOTICE TO CLIENT OF SUCH CHANGES VIA ITS CORPORATE WEBSITE (https://corp.comparenetworks.com/tsandcs/).