S-FIVE DIGITAL MARKETING LLC
PHONE 877-910-6542

TERMS

Nothing on the S-FIVE DIGITAL MARKETING LLC site should be considered as an offer to sell securities or a solicitation to invest. S-FIVE DIGITAL MARKETING LLC is an advertising company and does not offer financial instruments.

Information Rights Policy
S-FIVE DIGITAL MARKETING LLC will not, in compliance with its privacy policy, transfer or disclose to third parties any information you submit during registration or any information gathered during your use of the site or services.

Defamation
Any customer found to be defaming the character of, slandering, abusing or threatening the welfare of S-FIVE DIGITAL MARKETING LLC administration, staff, agents, volunteers or any other member of S-FIVE DIGITAL MARKETING LLC will have their marketing accounts suspended for investigation. The customer may be terminated from any marketing campaigns, this is done at the discretion of administration and consult of our attorney. This includes any instance of such verbiage published or uttered in any public or private environment, including email, Skype, Facebook, Twitter, YouTube, forums, other social media sites, blogs or other websites, online forums and membership sites, etc.

User Account Policy
By having any accounts with S-FIVE DIGITAL MARKETING LLC, you are opting-in to receive other special offers from S-FIVE DIGITAL MARKETING LLC. If you do not wish to receive these emails, you may cancel your account at any time. You acknowledge, and accept, that all communication you receive from S-FIVE DIGITAL MARKETING LLC is unsolicited, proprietary, and confidential information for you only.

Customers Relationship to S-FIVE DIGITAL MARKETING LLC
Nothing is expressed or implied that creates any type of employment relationship between the customers or advertisers and S-FIVE DIGITAL MARKETING LLC. Customers or advertisers are not partners, employees, or saleabsolut representatives for S-FIVE DIGITAL MARKETING LLC. Customers or advertisers have no legal authority to conduct business, solicit offers, or otherwise represent themselves as a partner or employee of S-FIVE DIGITAL MARKETING LLC. S-FIVE DIGITAL MARKETING LLC is an advertising company. We are NOT an Investment site or company, nor MLM program. *Advertising rules: No adult, illegal, violent, gambling (where prohibited). We reserve the right to take down any content not appropriate to S-FIVE DIGITAL MARKETING LLC.

S-FIVE DIGITAL MARKETING LLC Products and Services Statement
It is the responsibility of each individual to thoroughly research and evaluate any potential purchase of products and/or services offered from S-FIVE DIGITAL MARKETING LLC. You accept full responsibility and liability for any and all purchases made, and any subsequent risk or loss associated with your purchase. There is no guarantee of performance of advertising packages purchased or earnings received into your business from sales of your business, your products or services. Past performance is not a guarantee of future performance. S-FIVE DIGITAL MARKETING LLC staff will be available to assist with any questions or problems relating to any S-FIVE DIGITAL MARKETING LLC product or service and may be contacted at any time.

S-FIVE DIGITAL MARKETING LLC Non-Commitment and Limited Liability Statement
S-FIVE DIGITAL MARKETING LLC will not be held liable for failed businesses or business opportunities, lost monies, or any other indirect, special, punitive, incidental or consequential damages arising from or related to S-FIVE DIGITAL MARKETING LLC窶冱 products, services, or this user agreement. All provisions of this section survive termination or expiration of the Terms of Service. S-FIVE DIGITAL MARKETING LLC makes no warranties, expressed or implied, with respect to customer accounts or products or services advertised through S-FIVE DIGITAL MARKETING LLC methods. Products and services are purchased at the customers own risk. S-FIVE DIGITAL MARKETING LLC does not express nor guarantee any commitment toward any members, past or present. At any time, at the discretion of S-FIVE DIGITAL MARKETING LLC, with or without notice, S-FIVE DIGITAL MARKETING LLC may become unavailable to any or all S-FIVE DIGITAL MARKETING LLC customers. If such termination or access to the S-FIVE DIGITAL MARKETING LLC site occurs, S-FIVE DIGITAL MARKETING LLC will remain without commitment to members, past or present. Additionally, there is no representation that the operation of S-FIVE DIGITAL MARKETING LLC site or customers sites and products or services ordered will be without errors or downtime, and we are not liable for consequences of interruptions or errors in the sites performance. S-FIVE DIGITAL MARKETING LLC is not liable for any monies lost due to slowing of purchases of advertising packages. This is your responsibility as a customer. Do not purchase advertising packages aiming to get earnings from your business, products or services being advertised in a short or specified time. You are paying for an advertising package and advertising will be delivered, in the time specified on your quote & Invoice. You agree to hold all owners, administrators, managers, moderators, other employees, and members harmless of any liability for any losses incurred.

Spam Policy
Sending unsolicited email to people, asking them to buy from S-FIVE DIGITAL MARKETING LLC without any prior contact with you is strictly against our policy. Absolutely NO spamming of ANY advertising (email, Skype, Facebook, Twitter, YouTube, forums, etc.) or plagiarism of information about S-FIVE DIGITAL MARKETING LLC, our branded images, trademarks or our website is allowed. Violation of this or any other policy rules will result in your accounts being terminated without further notice or explanation. If we receive a complaint against you for spamming, we first verify that the Spam incident did occur and then we may delete your accounts.
Indemnity

You will indemnify and hold harmless S-FIVE DIGITAL MARKETING LLC and any parent companies, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys fees and cost) from any claim or demand made by any third party due to or arising out of your access to the Site, use of its Products and Services, or violation of the Terms of Services by you. S-FIVE DIGITAL MARKETING LLC may disclose personally identifiable information if required to do so by law.

Miscellaneous Provisions
This agreement will be binding on, and enforceable against the parties and their respective successors and assigns. Past failure to enforce any provisions of the Terms of Service does not waive our right to enforce any such provisions at any time. This Terms of Service agreement is a valid legal agreement between the purchasing party and S-FIVE DIGITAL MARKETING LLC. By purchasing with S-FIVE DIGITAL MARKETING LLC you agree that you are bound to all stipulations found in this agreement and that you have read and understood all terms and conditions listed. You assume all risks and liability arising from your purchases conducted from S-FIVE DIGITAL MARKETING LLC.

Disputes
ANY disputed transactions, charge backs, and etc. against S-FIVE DIGITAL MARKETING LLC will result in the immediate termination of any and all accounts. We will also retain the right to prosecute the customer to the fullest extent of the law. S-FIVE DIGITAL MARKETING LLC

4225 W. Glendale Ave Suite 102
Phoenix, Arizona 85051

Terms & Conditions for Media Companies, Advertisers and Agencies

4窶冱/IAB Standard Terms and Conditions Version 3.0
STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS
These Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, are intended to offer media companies and advertising agencies a standard for conducting business in a manner acceptable to both. This document, when incorporated into an insertion order, represents the parties窶 common understanding for doing business. This document may not fully cover sponsorships and other arrangements involving content association or integration, and/or special production, but may be used as the basis for the media components of such contracts. This document is not meant to cover the relationship between a publisher and a network, or direct advertiser buys with publishers.

DEFINITIONS
窶廣d窶 means any advertisement provided by Agency on behalf of an Advertiser. 窶廣dvertiser窶 means the advertiser for which Agency is the agent under an applicable IO. 窶廣dvertising Materials
窶 means artwork, copy, or active URLs for Ads. 窶廣ffiliate窶 means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity. 窶廣gency窶 means the advertising agency listed on the applicable IO. 窶廚PA Deliverables窶 means Deliverables sold on a cost per acquisition basis. 窶廚PC Deliverables窶 means Deliverables sold on a cost per click basis. 窶廚PL Deliverables窶 means Deliverables sold on a cost per lead basis. 窶廚PM Deliverables窶 means Deliverables sold on a cost per thousand impression basis. 窶
Deliverable窶 or 窶廛eliverables 窶 means the inventory delivered by Media Company (e.g., impressions, clicks, or other desired actions). 窶廬O窶 means a mutually agreed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser. 窶廴edia Company窶 means the publisher listed on the applicable IO. 窶廴edia Company Properties窶 are websites specified on an IO that are owned, operated, or controlled by Media Company. 窶廸etwork Properties窶 means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads. 窶弃olicies窶 means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company窶冱 public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates. 窶彝epresentative窶 means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney. 窶彜ite窶 or 窶彜ites窶 means Media Company Properties and Network Properties. 窶弋erms窶 means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0. 窶弋hird Party 窶 means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties. 窶弋hird Party Ad Server 窶 means a Third Party that will serve and/or track Ads.ツゥ 2010 窶 1 窶4窶冱/IAB Standard Terms and Conditions Version 3.0

I. INSERTION ORDERS AND INVENTORY AVAILABILITY
a.
IO Details. From time to time, Media Company and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third
Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
b.
Availability; Acceptance. Media Company will make commercially reasonable efforts to notify Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency, or (ii) the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency.
c.
Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

II. AD PLACEMENT AND POSITIONING
a.
Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions, and, except as set forth in Section VI(c), will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Agency in writing.
b.
Changes to Site. Media Company will use commercially reasonable efforts to provide Agency at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency窶冱 and Advertiser窶冱 sole remedy for such change, Agency may cancel the remainder of the affected placement without penalty within the 10-day notice period. If Media Company has failed to provide such notification, Agency may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.
c.
Technical Specifications. Media Company will submit or otherwise make electronically accessible to Agency final technical specifications within two (2) business days of the acceptance of an IO. Changes by Media Company to the specifications of already-purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Media Company resize the Ad at Media Company窶冱 cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.
4窶冱/IAB Standard Terms and Conditions Version 3.0

d.
Editorial Adjacencies. Media Company acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO (窶廢ditorial Adjacency Guidelines窶). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Media Company Properties, although Media Company will at all times retain editorial control over the Media Company Properties. For Ads shown on Network Properties, Media Company and Agency agree that Media Company窶冱 sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Agency with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser窶冱 sole and exclusive remedy is to request in writing that Media Company remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill Agency for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Advertiser, Agency and Media Company will negotiate an alternate solution. After Agency notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Agency and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Agency and Advertiser each acknowledge and agree that no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on properties that Agency or Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines. For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site窶冱 terms of use. Advertiser窶冱 and Agency窶冱 sole remedy for Media Company窶冱 breach of such obligation will be to submit written complaints to Media Company, which will review such complaints and remove user-generated content that Media Company, in its sole discretion, determines is objectionable or in violation of such Site窶冱 terms of use.

III. PAYMENT AND PAYMENT LIABILITY
a.
Invoices. The initial invoice will be sent by Media Company upon completion of the first month窶冱 delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to Agency窶冱 billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser窶冱 consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser窶冱 consent to dispense funds. Upon request from the Agency, Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice