Big BillFold Unlimited, Inc.

Big Billfold Unlimited, Inc. Market Terms and Conditions

IMPORTANT: THESE TERMS AND CONDITIONS ARE A LEGAL AGREEMENT BETWEEN COMPANY AND BIG BILLFOLD UNLIMITED, INC. RELATING TO COMPANY’S USE OF THE OPEN MARKET.  PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  AMONG OTHER PROVISIONS, IT INCLUDES IMPORTANT CONFIDENTIALITY OBLIGATIONS, DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY.

BY CLICKING THE “I AGREE” BUTTON AND USING THE OPEN MARKET, COMPANY AGREES TO BE BOUND BY THE TERMS OF THESE ONLINE TERMS AND CONDITIONS GOVERNING THE USE OF THE OPEN MARKET.  IF COMPANY DOES NOT AGREE TO BE BOUND BY THESE ONLINE TERMS AND CONDITIONS, COMPANY MAY NOT USE THE OPEN MARKET.

BIG BILLFOLD UNLIMITED, INC. RESERVES THE RIGHT TO SUPPLEMENT, AMEND OR REDACT THESE TERMS AND CONDITIONS AT ANY TIME DURING THE TERM. IN SUCH AN EVENT, BIG BILLFOLD UNLIMITED, INC. WILL POST THE UPDATED TERMS AND CONDITIONS ON THE BIG BILLFOLD UNLIMITED, INC. WEB SITE. BY CLICKING THE “I AGREE” BUTTON OR BY CONTINUING TO USE THE OPEN MARKET AFTER BIG BILLFOLD UNLIMITED, INC. POSTS THE UPDATED TERMS AND CONDITIONS TO THE BIG BILLFOLD UNLIMITED, INC. WEB SITE, COMPANY AGREES TO THE TERMS AND CONDITIONS. IF COMPANY DOES NOT AGREE TO BE BOUND BY THE UPDATED TERMS AND CONDITIONS, COMPANY SHOULD DISCONTINUE USING THE OPEN MARKET.

Definitions.

“Ad” or “Advertisement” means text-based, graphical, interactive, rich media online advertisements, including, without limitation, banner advertisements, buttons, towers, skyscrapers, pop-ups, and pop-unders.

“Ad Inventory” means those certain Ad impressions on a Web site that Company, and other Sellers, make available through the Big Billfold Unlimited, Inc. Supply Service for Buyers to purchase and distribute Ads.

“Ad Inventory Specifications” means the technical requirements and specifications for Company’s Ad Inventory, such as ad unit dimensions and maximum file size, as determined by Big Billfold Unlimited, Inc..

“Ad Network” means a representative of one or more Web sites for the sale of Ad Inventory to Buyers or the distribution of Advertisements to Web sites.

“Buyer” means an advertiser, advertising agency, Ad Network, or other party seeking to purchase Ad Inventory.

“Company” means the individual or entity entering into these Terms and Conditions with Big Billfold Unlimited, Inc..

“Effective Date” means the date upon which Company agrees to be bound by these Terms and Conditions.

“Intellectual Property Rights” means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the Laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.

“Laws” means any federal, state, provincial, county, municipal or other local laws, rules, regulations, ordinances or judicial decisions enacted or issued by a court or other governmental authority of any country, state, province, county, city or other municipality.

“Big Billfold.” means Big Billfold Unlimited, Inc.

“Big Billfold Unlimited, Inc. Demand Service” means Big Billfold Unlimited, Inc.’s proprietary system and related tools that enable Buyers to purchase Ad Inventory and distribute Ads and to manage and administer the foregoing.

“Open Market” means the marketplace of Publishers, Ad Networks, Buyers, Sellers, and others who use the Big Billfold Unlimited, Inc. Supply Service and the Big Billfold Unlimited, Inc. Demand Service, respectively, to buy and sell Ad Inventory, and to distribute Ads.

“Big Billfold Unlimited, Inc. Publisher Platform” means Big Billfold Unlimited, Inc.’s software that enables Publishers to manage the display of Ads on their Web sites.

“Big Billfold Unlimited, Inc. Supply Service” means the service provided by Big Billfold Unlimited, Inc. to Company, and other Sellers, to make Ad Inventory available for Buyers to purchase and distribute Ads.

“Big Billfold Unlimited, Inc. Web Site” means www.Big Billfold Unlimited, Inc..org or such other URL as Big Billfold Unlimited, Inc. may designate from time to time.

“Publisher” means a user of the Big Billfold Unlimited, Inc. Publisher Platform or any other Web site publisher who participates in the Open Market.

“Seller” means a Publisher, Ad Network or other parties, including Company, seeking to sell Ad Inventory through the Big Billfold Unlimited, Inc. Supply Service.

“Selling Terms” means the conditions for a Buyer and a Buyer’s Ad that Company requires (consistent with the Ad Inventory Specifications) with respect to a unit of Ad Inventory.

“Terms and Conditions” means these online terms and conditions agreed upon between Big Billfold Unlimited, Inc. and Company governing the use of the Big Billfold Unlimited, Inc. Supply Service.

Use of Open Market.

Open Market. Company agrees to use, and Big Billfold Unlimited, Inc. agrees to make available, subject to these Terms and Conditions, the Open Market in order to make Ad Inventory from Company available for purchase by Buyers in accordance with the Selling Terms. As between Company and Big Billfold Unlimited, Inc., Company shall be solely responsible for making Ad Inventory available through the Open Market and responding to inquiries in connection therewith.

Big Billfold Unlimited, Inc. License.

License Grant. Big Billfold Unlimited, Inc. grants to Company the non-exclusive, non-transferable, non-sublicensable right and license during to access and use the Open Market solely as contemplated by these Terms and Conditions and in accordance with Big Billfold Unlimited, Inc.’s usage requirements, as such usage requirements may be specified by Big Billfold Unlimited, Inc. from time to time.

Restrictions. Except as set forth in these Terms and Conditions, Company agrees not to (a) reproduce or distribute the Open Market, or any portion thereof; (b) use or authorize use of the Open Market for any purpose not specified in these Terms and Conditions; (c) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the Open Market or access thereto; or (d) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the Open Market or any portion thereof, or attempt to do any of the foregoing.

No Implied Licenses. Except to the extent set forth herein, (a) Big Billfold Unlimited, Inc. does not grant to Company any other license, express or implied, to Big Billfold Unlimited, Inc.’s Intellectual Property Rights and (b) nothing in these Terms and Conditions or the performance thereof, or that might otherwise be implied by Law, will operate to grant either party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other party. Big Billfold Unlimited, Inc. expressly reserves all Intellectual Property Rights not expressly granted hereunder.

Ad Inventory Specifications. Company acknowledges and agrees that the Selling Terms and the Ad Inventory made available by Company through the Open Market will meet the Ad Inventory Specifications that can be found at www.iab.net/iab_products_and_industry_services/508676/508767/Ad_Unit, as they may be modified by Big Billfold Unlimited, Inc. from time to time, and such other rules as Big Billfold Unlimited, Inc. may require from time to time in connection with the Open Market.

Open Market Rules. The Open Market will operate in accordance with the then-current rules, made available by Big Billfold Unlimited, Inc. to Company from time to time. Company will comply at all times with the then-current rules applicable to Sellers. Big Billfold Unlimited, Inc. reserves the right to supplement, amend or redact the Open Market rules. In such an event, Big Billfold Unlimited, Inc. will post the updated rules on the Big Billfold Unlimited, Inc. Web Site.

Prohibited Conduct. Big Billfold Unlimited, Inc. does not accept websites to use the Open Market that produce, relate to or have characteristics of Prohibited Conduct. “Prohibited Conduct” is defined as:

Placement and Tracking. Company shall not: (1) use robots, spiders, auto-spawning browsers, auto reloading or any other method of generating artificial or fraudulent impressions; (2) intentionally place Ads on blank web pages or on web pages with no content; (3) place Ads on non-approved websites or web pages, or in such a fashion that may be deceptive to end users; (4) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; or (5) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Open Market, tags, source codes, links, pixels, modules or other data provided by or obtained from Big Billfold Unlimited, Inc. that allows Big Billfold Unlimited, Inc. to measure performance and provide its service.

Websites. Company shall not place any Ads on websites that contain, promote, reference or have links to: (1) hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Big Billfold Unlimited, Inc. or Advertisers; (2) software piracy (warez, cracking, etc.), hacking, phreaking, emulators, or ROM’s; (3) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (4) websites hosted by a free service, or do not own the domain they are under; (5) charity clicks/donations, paid to surf, personal websites, website applicants who are not the owner of or employed by the applying website, all affiliate links, or incentivized traffic; (6) promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of spyware; or (vi) other similar activities that are prohibited by applicable law.

Network Quality. Big Billfold Unlimited, Inc. will not tolerate or accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its customers and/or clients including but not limited to the activities stated in these Terms and Conditions. Big Billfold Unlimited, Inc. employs individuals for the express purpose of monitoring websites within our network to ensure that our customers and clients are receiving the highest quality campaigns. Companies that commit fraudulent activities, including false clicks, false impressions, etc., will have their account permanently removed from the Open Market and will not be compensated for fraudulent traffic.

Payment.

Payment. During the Term of this Agreement, and provided Company is not in material breach of this Agreement, Big Billfold Unlimited, Inc. will pay Company an amount of the total of all monies received by, and cleared to, Big Billfold Unlimited, Inc. from Company’s Ad Inventory sold to Buyers through the Open Marketplace less Open Market fees during the Term (“Payment”).  The Payment for all impressions that the Open Market wins (i.e., the Open Market serves an Advertisement), this amount will be equal to or in excess of the floor price set by the Company for such Ad Inventory.  Impressions not won by the Open Market will be forward to the backup tag designated by the Company.  Payment will be made within 45 days from the end of each calendar month.

Payment Method. Big Billfold Unlimited, Inc. will pay all amounts in U.S. dollars by check or by wire transfer, or by other means expressly agreed to in writing by Big Billfold Unlimited, Inc.. If the total amounts payable are less than $100.00, Big Billfold Unlimited, Inc. may, in its discretion, defer payment until such month as the amounts payable to Company exceed $100.00. Company shall also be responsible for and shall pay any and all applicable sales, use or other taxes or duties, tariffs or the like applicable to the provision or use of the Open Market (except for taxes on Big Billfold Unlimited, Inc.’s income). As a condition to Big Billfold Unlimited, Inc.’s obligation to make payments hereunder to Company, Company must have on file with Big Billfold Unlimited, Inc. a completed and accurate W-9 (for U.S. based Company’s) or a completed and accurate W-8 (for non-U.S. based Company’s). Company payments will be withheld until the appropriate taxation documents are received by Big Billfold Unlimited, Inc.. All payments are based on actual as defined, accounted and audited by Big Billfold Unlimited, Inc.. Big Billfold Unlimited, Inc. reserves the absolute right to withhold payment from accounts of Company that violate any of the terms and conditions set forth herein. Big Billfold Unlimited, Inc. will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate these Terms and Conditions.

Breach or Fraud. If any Company violates or refuses to fulfill its responsibilities, or commits fraudulent activity, Big Billfold Unlimited, Inc. reserves the right to withhold payment and take appropriate legal action.

Calculation. Calculation of Company earnings, including impressions, click through and other numbers, shall be in Big Billfold Unlimited, Inc.’s sole discretion. In the event Company disagrees with any such calculation, Company shall immediately send a written request to Big Billfold Unlimited, Inc. detailing, with specificity, Company’s concerns. Thereafter, Big Billfold Unlimited, Inc. will provide Company with an explanation or, if such calculations are determined by Big Billfold Unlimited, Inc. to be incorrect, an adjustment. Big Billfold Unlimited, Inc.’s calculations shall be final and binding. In the event no adjustment is necessary, Company shall reimburse Big Billfold Unlimited, Inc. for its expenses in responding to Company’s requests under this section.

Use of Data.

By Company. Company acknowledges that, in the course of using the Open Market, it may have access to data and information regarding Buyers and Advertisements (“Market Data”). Company agrees that all Market Data will be used solely in connection with Company’s use of the Open Market and will be treated as the Confidential Information of Big Billfold Unlimited, Inc.. Without limiting Company’s obligations under the preceding sentence, Company agrees that it will not associate Market Data with any other information or data collected by Company in connection with the operation of any Ad Network.

By Big Billfold Unlimited, Inc.. Big Billfold Unlimited, Inc. may use and disclose data derived from Company’s use of the Open Market (a) as part of Big Billfold Unlimited, Inc.’s business operations, on an aggregate basis (absent Company’s prior consent) such that any use or disclosure does not permit a third party to associate any particular data with Company and (b) if required by court order, Law or governmental agency. In addition, Big Billfold Unlimited, Inc. may use data derived from Company’s use of the Open Market to operate, manage, maintain and improve the Open Market, the Big Billfold Unlimited, Inc. Demand Service and the Big Billfold Unlimited, Inc. Supply Service. Company acknowledges that it has read and agrees to the Big Billfold Unlimited, Inc. Privacy Policy and the Open Market Privacy Principles. Big Billfold Unlimited, Inc. may amend the Big Billfold Unlimited, Inc. Privacy Policy and the Open Market Privacy Principles as set forth in the principles and the policy.

Suspension and Termination.

Suspension. Big Billfold Unlimited, Inc. may suspend Company’s access to and use of the Open Market without notice upon Big Billfold Unlimited, Inc.’s reasonable belief that Company has breached any of its representations, warranties or covenants in these Terms and Conditions.

Termination. These Terms and Conditions, as may be amended, apply to Company for as long as Company uses the Open Market. Big Billfold Unlimited, Inc. reserves the right to terminate any Company from using any of its products and/or services, including the Open Market, at any time, with or without cause.

Post-termination. Upon termination, Company agrees to immediately cease use of the Open Market and return all Confidential Information and code provided by Big Billfold Unlimited, Inc..  Company will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination.

Representations, Warranties and Covenants.

Mutual Representations, Warranties and Covenants. Each party hereto represents, warrants and covenants to the other party that: (a) such party has the full right, power and authority to enter into these Terms and Conditions on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the acceptance of these Terms and Conditions by such party, and the performance by such party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when agreed upon by such party, these Terms and Conditions will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.

Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants that (a) Company has and will have any and all necessary rights to allow Big Billfold Unlimited, Inc. to permit Company’s Ad Inventory to be made available for purchase by Buyers; (b) Company has and will maintain a privacy policy in connection with each of Company’s Web sites that offer Ad Inventory and that such privacy policy will be consistent with the Open Market Privacy Principles on the Big Billfold Unlimited, Inc. Web Site; (d) Company’s use of the Open Market will comply with all applicable Laws (including that Company’s collection, use and storage of data in connection with or resulting from its use of the Open Market shall comply with all applicable privacy Laws); and (e) it will not use the Open Market, Big Billfold Unlimited, Inc. Demand Service or Big Billfold Unlimited, Inc. Supply Service in a manner that reasonably could be expected to damage or cause injury to the Big Billfold Unlimited, Inc. Supply Service, Big Billfold Unlimited, Inc. Demand Service or Open Market or otherwise reflect unfavorably on the reputation of Big Billfold Unlimited, Inc. and its participating Buyers.

Disclaimer.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THESE TERMS AND CONDITIONS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. THE OPEN MARKET, BIG BILLFOLD UNLIMITED, INC. DEMAND SERVICE AND BIG BILLFOLD UNLIMITED, INC. SUPPLY SERVICE ARE MADE AVAILABLE TO COMPANY “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation on Liability.

NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION (EXCEPTIONS FROM EXCLUSIONS AND LIMITATIONS), TO THE MAXIMUM EXTENT A LIMITATION OF DAMAGES OR LIABILITY IS PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY CAP. SUBJECT TO SECTION (EXCEPTIONS FROM EXCLUSIONS AND LIMITATIONS), IN NO EVENT SHALL BIG BILLFOLD UNLIMITED, INC.’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS (WHEN AGGREGATED WITH BIG BILLFOLD UNLIMITED, INC.’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS) EXCEED THE TOTAL AMOUNT RETAINED BY BIG BILLFOLD UNLIMITED, INC. UNDER THESE TERMS AND CONDITIONS DURING THE 6-MONTH PERIOD PRIOR TO THE DATE THE LIABILITY FIRST AROSE.

CONSIDERATION. COMPANY ACKNOWLEDGES THAT BIG BILLFOLD UNLIMITED, INC. HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. COMPANY AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO COMPANY.

Exceptions from Exclusions and Limitations. Nothing in these Terms and Conditions shall exclude or limit either party’s liability for: (a) breaches of the Confidentiality Section; (b) breaches of a party’s indemnification obligations or any amounts paid or payable to third parties pursuant in connection with such obligations; or (c) such party’s gross negligence or willful misconduct.

Indemnification.

By Company. Company shall indemnify, defend and hold harmless Big Billfold Unlimited, Inc. and its directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Big Billfold Unlimited, Inc. Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the Big Billfold Unlimited, Inc. Parties or any one of them in connection with any third-party claim, suit, action, demand or judgment (“Claims”) (a) alleging any fact, which, if true, would constitute a breach by Company of Section or (b) Company’s use of the Big Billfold Unlimited, Inc. Supply Service, Big Billfold Unlimited, Inc. Demand Service or Open Market other than as permitted herein; provided, however, that in any such case Big Billfold Unlimited, Inc. will (i) provide Company with prompt notice of any such claim (provided that the failure to provide prompt notice shall only relieve Company of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Company to assume and control the defense of such action upon Company’s written notice to Big Billfold Unlimited, Inc. of Company’s intention to indemnify; and (iii) upon Company’s written request, and at no expense to Big Billfold Unlimited, Inc. or its affiliates, provide to Company all available information and assistance reasonably necessary for Company to defend such claim. Company will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to any Big Billfold Unlimited, Inc. Party, without Big Billfold Unlimited, Inc.’s prior written consent, which will not unreasonably be withheld or delayed.

By Big Billfold Unlimited, Inc.. Big Billfold Unlimited, Inc. shall indemnify, defend and hold harmless Company and its directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Company Parties”) against any Losses incurred by or imposed upon the Company Parties or any one of them in connection with any Claim alleging any fact, which, if true, would constitute a breach by Big Billfold Unlimited, Inc. of Section ; provided, however, that in any such case Company will, (i) provide Big Billfold Unlimited, Inc. with prompt notice of any such claim (provided that the failure to provide prompt notice shall only relieve Big Billfold Unlimited, Inc. of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Big Billfold Unlimited, Inc. to assume and control the defense of such action upon Big Billfold Unlimited, Inc.’s written notice to Company of Big Billfold Unlimited, Inc.’s intention to indemnify; and (iii) upon Big Billfold Unlimited, Inc.’s written request, and at no expense to Company, provide to Big Billfold Unlimited, Inc. all available information and assistance reasonably necessary for Big Billfold Unlimited, Inc. to defend such claim. Big Billfold Unlimited, Inc. will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to any Company Party, without Company’s prior written consent, which will not unreasonably be withheld or delayed.

Confidentiality.

Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third- party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information“). Big Billfold Unlimited, Inc.’s campaign rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of these Terms and Conditions. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of these Terms and Conditions or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of these Terms and Conditions. Upon termination of these Terms and Conditions, or upon written request by Big Billfold Unlimited, Inc., Company must destroy or return to Big Billfold Unlimited, Inc. any Confidential Information provided by Big Billfold Unlimited, Inc..

Miscellaneous.

Independent Contractors. It is the intention of Big Billfold Unlimited, Inc. and Company that Big Billfold Unlimited, Inc. and Company are, and will be deemed to be, independent contractors with respect to the subject matter of these Terms and Conditions, and nothing contained in these Terms and Conditions will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between Big Billfold Unlimited, Inc. and Company.

Entire Agreement and Modification. These Terms and Conditions contain the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in these Terms and Conditions. These Terms and Conditions may only be altered, amended or modified by a written instrument signed by both parties, and the terms of such written instrument will prevail over these Terms and Conditions. Notwithstanding the foregoing, Big Billfold Unlimited, Inc. shall have the right to change, modify or amend (“Change“) these Terms and Conditions, in whole or in part, by posting a revised Terms and Conditions at least five (5) days prior to the effective date of such Change.  Company’s continued use of the Open Market after the effective date of such Change shall be deemed Company’s acceptance of the revised Terms and Conditions.

Governing Law. These Terms and Conditions will be governed by and interpreted in accordance with the Laws of the State of California without regard to any conflict of laws principles.

Arbitration. In the event of any dispute concerning the validity, interpretation, enforcement or breach of these Terms and Conditions, the parties unconditionally and irrevocably agree that the dispute will be resolved by arbitration (and accordingly they hereby consent to personal jurisdiction over them) in the County of Los Angeles, California in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the event either party seeks injunctive or provisional relief, the Optional Rules for Emergency Measures of Protection. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its attorneys’ fees and arbitration costs from the other party. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, but not limited to, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or by disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

Successors and Assigns. These Terms and Conditions may not be assigned, transferred, delegated, sold or otherwise disposed of, including, without limitation, by operation of law, without the prior written consent of the non-assigning party; provided that either party may assign these Terms and Conditions without consent in connection with the sale of all or substantially all its assets. These Terms and Conditions will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section, including, without limitation, by operation of law, is void. Notwithstanding the first sentence of this Section, Big Billfold Unlimited, Inc. may delegate its performance under these Terms and Conditions in whole or in part to one or more affiliates, provided that Big Billfold Unlimited, Inc. will remain liable and responsible for any performance or obligation so delegated.

Force Majeure. No party will be liable for failure to perform or delay in performing any obligation (other than the payment of money) under these Terms and Conditions if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such party.

Notices.  Except as provided elsewhere herein, both parties must send all notices relating to these Terms of Service to: (i) for Big Billfold Unlimited, Inc., via registered mail, return receipt requested or via an internationally recognized express mail carrier to: Big Billfold Unlimited, Inc. Technologies, Inc., 20 East Del Mar Blvd., Pasadena, CA 91105, Attn: Business Development (effective upon actual receipt); and, (ii) for Company at the email or physical address listed on your account (effective upon sending as long as Big Billfold Unlimited, Inc. does not receive an error message regarding delivery of the email) or five (5) days after mailing).

Severability. If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and Conditions, and these Terms and Conditions will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[End of Terms and Conditions]

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