TERMS AND CONDITIONS

These dNOVO Group Corporation Advertising Program Terms (hereinafter, the Terms, are entered into by the customer. By signing these Terms or any document that references or accepts these Terms electronically, the customer accepts the Terms and conditions attached to them and set up by dNOVO Group in respect of all the services provided by dNOVO Group to the customer. These Terms govern Internet Advertising campaign(s) offered by dNOVO Group (hereinafter, ‘Campaign) in the scope of this document, described in your Key Phrases Package for Search Engine Marketing Campaign Agreement or “SEMC Agreement” executed by and between dNOVO Group and Customer. All parties hereby agree and acknowledge:

Search Engine Marketing Campaign Terms and Conditions

1. Policies

Campaign use is subject to all applicable dNOVO Group ad specification requirements and policies. Policies may be modified any time. Customer shall direct communication only to dNOVO Group regarding Customer’s Internet Advertising Campaign outlined in SEMC Agreement. dNOVO Group reserves the rights to modify ads to comply with any Policies.

2. The Campaign

dNOVO Group will place Customer’s URL in the Internet search results table, as outlined in the SEMC Agreement for the specific keywords outlined in the SEMC Agreement, and will guarantee unlimited number of clicks for the specified keywords at a fixed price and for the duration of the term. If dNOVO Group is unable to maintain / display ads of the Customer’s URL in the search result table for the specified keywords, the Customer is entitled to receive time credits at the end of the term equal to double the amount of the time during which the ad was not maintained/displayed. Customer must notify dNOVO Group regarding issues in writing via email to info@dnovogroup.com The down time will be calculated from the date when the email notice is received and until the date when the ad was restored. With respect to the monthly SEMC Agreement, dNOVO Group may send Customer an email notifying Customer that the monthly term must be changed to yearly term in order to maintain Customer beyond the next renewal for the keywords and settings specified in the current SEMC Agreement. The account is deemed approved by Customer after the modified SEMC Agreement is signed. Customer grants dNOVO Group permission to utilize an automated software programs to retrieve and analyze websites associated with the Campaign for ad quality and serving purposes. dNOVO Group may reject or terminate any Campaign at any time for Customer’s failure to provide payment.

3. Renewal

SEMC Agreement is subject to automatic renewal under same terms and conditions as specified in original SEMC Agreement for the same duration as specified in original SEMC Agreement. Payment information specified on SEMC Agreement will be used for purpose of payment for renewal and subject to Section 8 of these dNOVO Group Advertising Terms.

4. Cancellation

Customer may cancel advertising campaign within the first 24 hours of its electronic submission to dNOVO Group by emailing CANCELATION REQUEST to info@dnovogroup.com. Full refund will be issued back to the original credit card of the customer. Any Customer with CANCELATION REQUEST received after the first 24 hours will not be entitled to a refund.

Customer may cancel renewal of Contract Agreement without penalties by submitting CANCELATION REQUEST via email to info@dnovogroup.com seven days prior to expiration of original Contract Agreement. All Customers with CANCELATION REQUEST received within the first seven days after the Contract Agreement had been renewed will be liable for 50% of the full amount of original Contract Agreement. No refunds will be issued for Customers with CANCELATION REQUESTS following the seventh day of Contract Agreement automatic renewal. CANCELATION REQUEST must clearly state Customer’s Name, name of authorized person on the account, and website address registered for the Campaign. All keywords and positions specified in Contract Agreement may be subject to dNOVO Group’ ability to resell the guaranteed position and specified keywords for this position or cancel advertisements already in production after CANCELATION REQUEST is received. Cancelled advertisements may still be published despite cancellation if cancellation of those ads occurs after the first 24 hours when Contract Agreement was received by dNOVO Group. dNOVO Group may modify any of its advertising Campaigns at any time without liability.

At any time dNOVO Group may modify the Campaign and/or its Terms, including change in the price initially charged by dNOVO Group for the Campaign by giving the Customer a one-week notice (hereinafter, the Notice of Change) with no liability to dNOVO Group, its partners, appointees or affiliates. Should the Customer choose to continue with the Campaign at the end of the one-week period since the Notice of Change was delivered to the Customer, it is understood by the parties to this agreement that the Customer has accepted the Change to the Terms and accepted such changes. Should the Customer choose to terminate the Campaign after having received the Notice of Change, the Customer shall be charged only for the time during Campaign was conducted under the old Terms and Conditions and reimbursed the remaining amount already pre-paid by the customer. All sections will survive any expiration or termination of this Agreement.

Customer may cancel ANNUAL Contract Agreement, by sending a written request to info@dnovogroup.com. Customer’s account will be suspended immediately after the cancellation request is received. Customer’s account will be converted to month-to-month account for all complete months account was active before cancellation, all additional days will be rounded to a full month of service. The price per month will be equal to 1/12 of the current annual price plus 30% premium. An annual cancellation fee equivalent to two months of new monthly price will be applied on the day of cancellation. All remaining credits will be refunded to the client, using original payment information. If dNOVO Group team is not able to provide the customer the contracted positions, or account is going out of the estimated budget, dNOVO Group reserves the right to cancel the customer account. Customer will get partial refund (after subtracting Google advertising expenses, and 10% processing fee). dNOVO Group will provide a print screen proof of client’s Google Adwords account in order to prove the expenses.

5. Prohibited Uses; License Grant; Representations and Warranties

Customer shall not advertise personally and shall not authorize any party to advertise anything illegal or engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants dNOVO Group all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in formulating the keywords and advertisement needed for dNOVO Group to operate Internet’s advertising campaigns for Customer in connection with this Agreement. Customer represents and warrants that all Customer information is complete, correct and current; and Customer’s Services or product will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights, including, without limitation, intellectual property rights. Violation of the foregoing may result in immediate termination of this Agreement or customer’s account without notice and may subject Customer to legal penalties and consequences.

6. Disclaimer and Limitation of Liability

To the fullest extent permitted by law, dNOVO Group DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER’S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER’S BUSINESS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO dNOVO Group BY CUSTOMER FOR THE AGREEMENT GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures. The parties agree that this is a continuing indemnity which shall remain in full force until it is terminated.

7. Agency

Customer represents and warrants that it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises.

8. Payment

Customer shall be responsible for all charges up to the amount of SEMC Agreement, or as set in SEMC Agreement, and shall pay all charges in U.S. Dollars, unless otherwise specified on the SEMC Agreement. In case of declined/missing payment for monthly renewable contract, customer’s account will be suspended and customer must provide alternative payment within 7 days of the email notification. If payment is not provided within 7 days, the account will be cancelled and dNOVO Group reserves the right to resell the contracted keywords. dNOVO Group reserves the right to a legal action against the Customer for any outstanding balances. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees dNOVO Group incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within 30 days after the charge. Charges are solely based on dNOVO Group’ measurements for the applicable Campaign, unless otherwise agreed to in writing. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to dNOVO Group may be shared by dNOVO Group with companies who work on dNOVO Group’ behalf, such as payment processors and/or sales agents, solely for the purposes of effecting payment to dNOVO Group and servicing Customer’s account. dNOVO Group may also provide information in response to all valid legal processes, or to establish or exercise its legal rights or defend against legal claims. dNOVO Group shall not be liable for any use or disclosure of such information by such third parties.

9. Indemnification

Customer also agrees and covenants to indemnify and save dNOVO Group harmless from and against any and all third party claims, demands, actions and causes of action which may be made or brought against dNOVO Group or the Customer or both in respect of SEMC Agreement or breach thereof, as well as Campaign conducted by dNOVO Group, and from and against all damages, loss, cost, including legal costs on a solicitor and client basis, liability or expenses which the Customer may suffer or incur as a result of or in respect of the Campaign.

10. Miscellaneous

The Agreement is governed by laws of Ontario, Canada. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other applicable agreements, terms and conditions applicable to the subject matter hereof. Any conflicting or additional terms contained in additional documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email. Any notices to dNOVO Group must be sent to info@dnovogroup.com with read receipt confirmation. Notice to Customer may be affected by sending an email to the email address specified in Customer’s account, and is deemed received when sent. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the SEMC Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void.