1.0 GENERAL 2.0 EDITORIAL POLICY & CREATIVE GUIDELINES

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1 1.0 GENERAL The placement of advertising or other sponsorship material ( Advertising ) by MyWebGrocer, Inc. ( MyWebGrocer ) pursuant to a fully executed Insertion Order ( I/O ) with an advertising agency ( Agency ) purchasing such Advertising on behalf of the advertiser indicated in the applicable I/O ( Advertiser ) shall be governed by the terms and conditions set forth in this Advertising Policy ( Advertising Policy ). If such Advertising is purchased directly by the Advertiser, the term Agency as used herein will be deemed to apply to the Advertiser for purposes hereof except where clearly inapplicable. MyWebGrocer may update this Advertising Policy from time to time, subject to Section 11. You may review the most current version of this Advertising Policy at any time at: The placement of Advertising pursuant to an I/O is also subject to Version 3.0 of the Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less published by the IAB/AAAA located at: In the event of a conflict among the terms of the I/O, this Advertising Policy and the IAB Terms, (i) the terms of the I/O will take precedence over this Advertising Policy and the IAB Terms and (ii) the terms of this Advertising Policy will take precedence over the IAB Terms. MyWebGrocer will place the Advertising on one or more of MyWebGrocer s world wide websites (the Sites ) indicated in the I/O during the time period and in the size and location (if applicable) specified in the I/O. Agency shall remit payment to MyWebGrocer for such Advertising in accordance with Section 7 below at the rates set forth in the I/O, MyWebGrocer s rate card or as otherwise agreed to by MyWebGrocer. 2.0 EDITORIAL POLICY & CREATIVE GUIDELINES a. Advertising Content. The final acceptance of any Advertising is subject to MyWebGrocer s approval of any art work, logos, copy or video, including display, text, illustration and quality of material, and its compliance with MyWebGrocer s technical or other standards or specifications. All Advertising must conform to the technical and advertising policies and standards of MyWebGrocer and its affiliates as well as all applicable laws and governmental laws, rules and regulations. mywebgrocer.com MWG Advertising Policy 1

2 MyWebGrocer has the continuing right to require Agency and Advertiser to edit and modify any Advertising to the extent deemed necessary to conform to the public interest or the operating policies or other standards of MyWebGrocer. MyWebGrocer reserves the right to refuse to accept for placement or to publish any Advertising which does not, in its judgment, conform to the public interest or to such policies and standards or which in the reasonable opinion of MyWebGrocer may violate the rights of others. In the event of MyWebGrocer s refusal to accept any Advertising, Agency will substitute other material acceptable to MyWebGrocer. The acceptance or rejection by MyWebGrocer of any substitutes hereunder shall be made by MyWebGrocer in accordance with the above requirements. MyWebGrocer will not work with websites that contain, promote or link directly to certain types of content, nor will MyWebGrocer run advertising containing such content, including but not limited to: Fraudulent, deceptive or misleading statements or illustrations Personal attacks that are overly competitive, abusive, or derogatory to the goods or services of MyWebGrocer or others Ad(s) or content deemed offensive to good taste - indecent, vulgar, or suggestive Ad(s) that fail to comply with the express requirements of federal and state laws Ad(s) for investments that do not comply with applicable international, federal, state and local laws and regulations Certain categories of objectionable content including (but not limited to): - Dating or personals - Pornography - Firearms and weapons - Occult pursuits ads for fortune telling, dream interpretations and - individual horoscopes - Political ads - Ads offering furs or products made from the furs or hides of animals - included on government endangered species lists - Ads promoting online gaming or wagering sites - Free items, free prizes or get rich promotions - Tobacco products including cigarettes, cigars, and other tobacco products b. Sweepstakes and Contests. At least ten (10) days prior to any planned launch of any contest, sweepstakes or the like, Agency shall provide to MyWebGrocer all details regarding the content, rules, management and all other aspects of such program. MyWebGrocer shall have no obligation to run on behalf of Agency or Advertiser hereunder any such contest, sweepstakes or similar program prior to MyWebGrocer s express approval of all aspects thereof, and regardless of any such approval, Agency and Advertiser (and not MyWebGrocer) shall remain jointly and severally liable for any claims mywebgrocer.com MWG Advertising Policy 2

3 or liabilities of any kind that may arise related to or in connection with any such program. Agency and Advertiser shall administer any contest, sweepstakes or similar program in accordance with all applicable laws, rules and regulations and generally accepted industry standards, guidelines and directives, including ensuring that the administration of any such sweepstakes (including data collection) is in compliance with any Official Sweepstakes Rules. c. Rich Media. In the event Agency or Advertiser provide any Advertising materials containing any rich media elements, and any such rich media elements fail to function, MyWebGrocer shall have the right to run standard media elements in place thereof, which standard media elements shall be provided by Agency or Advertiser in such situation, within (2) business days. d. Alcohol and Pharmaceutical Policy. Agency/Advertiser must comply with industry best practices and all international, federal, state and local laws and regulations with respect to any Advertising for alcohol or pharmaceuticals. Agency and Advertiser (not MyWebGrocer) shall remain jointly and severally liable for any claims or liabilities of any kind that may arise related to or in connection with Advertising for alcohol or pharmaceuticals. MyWebGrocer s complete and current Creative Guidelines, including ad placement standards & guidelines, rich media guidelines, flash guidelines and QA/testing guidelines, are available at: The Creative Guidelines are subject to change at MyWebGrocer s discretion without notice. 3.0 LATE CREATIVE POLICY If Advertising materials are not received by the dates specified below, commencing on the applicable I/O Start Date, MyWebGrocer will charge the full contracted amount per the terms of the I/O, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising materials are not received. Notwithstanding the foregoing, if Advertising materials are late based on the due dates set forth below, MyWebGrocer shall not be required to guarantee full delivery of the I/O; provided that the parties may agree to extend the campaign by the number of days the creative is late. The Advertiser/Agency will be billed for the original, full, contracted amount pursuant to the original I/O. Ad Material Due Dates Final, Advertiser-approved, fully functional online Advertising materials (in accordance with the individual MyWebGrocer specifications), be delivered as follows: mywebgrocer.com MWG Advertising Policy 3

4 Final, Advertiser-approved, fully functional ad creative for Standard Banner ad units (see IAB creative guidelines for definition/file size restrictions) is due 3 business days prior to the Start Date of the ad campaign as set out in the original I/O. Final, Advertiser-approved, fully functional ad creative for Rich Media and In-Banner Video ad units (see IAB creative guidelines for definition/file size restrictions) is due 5 business days prior to the Start Date of the ad campaign as set out in the original I/O. MyWebGrocer will use this 3 or 5 day period to 1) Check for specifications/policy compliance, and 2) Testing/Scheduling. MyWebGrocer will use commercially reasonable efforts to notify Agency of noncompliance with specifications/policy within 1 business day of its receipt of Advertising materials, and will notify the Agency of any changes required as a result of testing, within 2 business days for Standard banner creative and 3 business days for Rich Media and Video. MyWebGrocer will use commercially reasonable efforts to work together with Agency to rectify issues with Advertising materials within the respective 3 or 5 day deadline period so that Advertising materials will start as per the I/O. Note: If an Advertiser or Agency is using a third party ad server or Rich Media or Video vendor external to the Advertiser/Agency ad server to deliver and track their online ad campaign, it is highly recommended that final, Advertiser-approved, fully- functional creative of all types be delivered to the external third party ad server/vendor at least 10 days prior to the Start Date of the campaign as set out in the original campaign I/O, to allow for any additional external ad server/vendor testing and tagging. If Agency desires changes in the Advertising during the scheduled publication period, then Agency must give MyWebGrocer at least three (5) business days prior written notice, and MyWebGrocer will determine in its sole discretion whether such changes are possible. In the event that MyWebGrocer agrees to make such changes, Agency will be responsible for any production or other costs incurred to implement such changes. 4.0 THIRD-PARTY AD SERVING MyWebGrocer utilizes Google DoubleClick tools to serve ads, and is able to accept third party ad tags from preferred vendors. Any third party served creative must be approved by MyWebGrocer prior to campaign launch and comply with all creative and platform policies. Third-party ad tags may be used solely to verify fulfillment of the I/O. If the Advertiser s ad server is IAB/AAAA compliant and reporting is made available to MyWebGrocer, it will be used as Controlling Measurement when tags are utilized. Discrepancies between MyWebGrocer and Advertiser Ad Servers of 10% or more will be investigated in good faith. A copy of our third-party serving and tracking guidelines are available at: mywebgrocer.com MWG Advertising Policy 4

5 5.0 COOKIES, PIXELS, AND DATA REPURPOSING Third party ad serving and tracking is permitted only to the extent needed to confirm the I/O fulfillment of impressions and clicks. Additional tracking elements such as those used for ad verification and demographic data collection will be permitted only on a case-by-case basis. MyWebGrocer is extremely sensitive to the needs of our retailer partners regarding customer privacy. As such, the use of tracking tags for retargeting, user harvesting, or data gathering not related to the I/O is strictly forbidden. Ads found running unauthorized tags or malicious code will be removed from the site immediately. 6.0 BILLING GUIDELINES MyWebGrocer believes that enhanced best practices and clear invoicing guidelines, as well as improved communication between parties, will help ensure billing accuracy and timely payment. MyWebGrocer requests that advertising partners identify all reporting and invoicing requirements needed to issue payment prior to campaign launch to avoid delayed payment. MyWebGrocer sends invoices for services provided on a calendar-month basis with the net cost (i.e., the cost after subtracting Agency commission, if any) based on actual delivery, flatfee, or based on prorated distribution of delivery over the term of the I/O, as specified on the applicable I/O. If no billing type is specified in the I/O, MyWebGrocer will bill based on scheduled delivery of services provided over the term of the I/O. Please reference the IAB s Billing Methods set forth in the IAB Terms for industry best practices. 7.0 CHARGES AND PAYMENTS a. All charges shall be set forth, and computed on the basis specified in the I/O and this Advertising Policy. Such charges, and the terms of any additional charges provided for in this Advertising Policy will be addressed in an applicable I/O and billed by MyWebGrocer and paid by Agency as provided herein. If Agency or Advertiser fails to make any payment or otherwise breaches its obligation to pay under the I/O and this Advertising Policy, MyWebGrocer may, without prejudice to its other rights, cease furnishing the Advertising or its Sites and, at its discretion, pursue Agency or Advertiser or both for payment or other remedy or relief. MyWebGrocer reserves the right to change the charges provided for herein and to modify discounts and rebates, effective on such dates that it may announce to the trade. All payments should be sent to: MyWebGrocer, Inc., Attn. Accounts Receivable, 20 Winooski Falls Way, Suite 500, Winooski, VT or such other address as may be specified by MyWebGrocer. mywebgrocer.com MWG Advertising Policy 5

6 b. It is understood that Agency functions as paying agent for Advertiser hereunder and is not an agent or representative of MyWebGrocer, and that Agency and Advertiser will continue to be jointly and severally liable and obligated for all payments due to MyWebGrocer hereunder until the actual receipt thereof by MyWebGrocer. If Agency ceases to be the advertising agency for Advertiser at any time applicable hereto, then the rights and duties of Agency herein shall inure to the benefit of and be binding on Advertiser or any other advertising agency designated by Advertiser in writing and acceptable to MyWebGrocer as to financial responsibility. 8.0 PRIVACY POLICY MyWebGrocer is committed to protecting the privacy of the users of its products and services. MyWebGrocer s Privacy Policy explains our data processing practices and user options regarding the ways in which personal data is used. All Advertising provided by Agency/Advertiser must comply with the terms of MyWebGrocer s Privacy Policy. 9.0 REPRESENTATIONS AND WARRANTIES; DEFENSE AND INDEMNIFICATION Agency represents and warrants that: (i) it and any Advertising materials shall comply with all applicable federal, state and local laws, rules, regulations, codes and ordinances, and generally accepted industry standards, guidelines and directives, including but not limited to those relating to the conduct of any sweepstakes or contests, privacy, spam and user data collection, use, disclosure and security; (ii) it has obtained all necessary rights for the publication and use of the Advertising and any Advertising materials as contemplated herein and the right to use any software or other proprietary or third party technology or other material provided to MyWebGrocer for use in connection with the Advertising; (iii) the I/O represents a sponsorship arrangement exclusively between MyWebGrocer and Agency and no subordinate arrangement or other sale or exchange has taken place or will take place between Agency or Advertiser and any other person or entity; and (iv) it is the duly authorized agent of Advertiser for the purposes of this Agreement and the matters contemplated hereby and that its arrangements with Advertiser specifically contemplate the arrangements herein provided and the servicing thereof. Agency agrees to indemnify and hold harmless MyWebGrocer, its affiliates and their respective agencies, directors, officers, agents and employees against and from any and all claims, liabilities, losses and damages, including reasonable attorneys fees, caused by or arising wholly or in part out of or resulting from the content, subject matter or publication of any of the Advertising on MyWebGrocer s Site or any sweepstakes or contest or the like as described in Section 2(b) above or any Advertising materials, including without limitation, claims or suits for libel, violation of right of privacy, copyright infringement, plagiarism, or violation of any federal, state or local law or regulation, and the linking of the mywebgrocer.com MWG Advertising Policy 6

7 MyWebGrocer s Site to Advertiser s world wide web site and subsequently to other world wide web sites, and to defend at its own expense any litigation instituted by others against any of them resulting therefrom. MyWebGrocer s acceptance or approval of Advertising, Advertising materials or other material will not affect Agency s obligation for defense and indemnification CANCELLATION In the event Agency is unable or fails to supply Advertising as required pursuant to Section 2, MyWebGrocer may, at its option, in addition to any other remedies which may be available to it, terminate the I/O, and upon such termination, Agency, Advertiser and MyWebGrocer will be relieved of further liability hereunder except with respect to obligations incurred or arising out of the production and/or publication of the Advertising done prior to such termination WAIVER; MODIFICATION; GOVERNING LAW; INQUIRIES Waiver of rights resulting from breach of any provision hereof shall not be deemed to constitute a waiver of rights resulting from any previous or succeeding breach of the same or any other provision. MyWebGrocer may at any time change the terms of this Advertising Policy and will post any changes on this website. If any changes are significant, MyWebGrocer will provide a more prominent notice (including, for certain changes, notification). This Advertising Policy shall be governed by the laws of the State of Vermont, United States of America, without regard to its conflict of laws rules. Agency expressly agrees to exclusive jurisdiction for any claim or dispute with MyWebGrocer or relating in any way to the Advertising in the federal or state courts of Chittenden County, Vermont in connection with any such dispute. Any additional inquiries about MyWebGrocer s policies, standards and guidelines should be sent to privacy@mywebgrocer.com PAID TRAFFIC DISCLOSURE Site traffic is defined as Paid whenever a publisher acquires those visitors through third parties. A third party that receives monetary consideration from a publisher to drive traffic to another publisher s site is referred to as a paid traffic source. The latest percentage of Paid Traffic can be found here: Paid-Traffic-Percentages.pdf mywebgrocer.com MWG Advertising Policy 7