Advertiser Agreement

"Ad Materials" means all creative content, copy, images, logos, URLs, and other materials provided by Advertiser for use in an Advertisement.

"Advertisement" means any banner ad, sponsored listing, category sponsorship, sponsored content, or other paid placement on the Site.

"Insertion Order" or "IO" means a written or electronic order specifying the Advertisement type, placement, duration, pricing, and other terms for a specific advertising campaign.

"Site" means the MSB Center website located at msbcenter.com, including all pages, subdomains, and language versions.

"Campaign Period" means the start and end dates for an advertising campaign as specified in the applicable Insertion Order.

2.1 Placement Types. MSB Center offers the following advertising placement types, subject to availability:

• Banner Advertising — Display advertisements placed on designated pages of the Site, including the homepage, directory category pages, review pages, and regulatory update pages.
• Category Sponsorship — Exclusive or shared sponsorship of a specific directory category, with prominent branding at the top of the category page and optional inclusion on the directory index page.
• Sponsored Content — Advertiser-originated articles, guides, or informational content published on the Site, subject to Publisher's editorial review and approval.
• Sponsored Directory Listing — Enhanced directory listing with priority positioning, extended description, and visual distinction from standard listings.

2.2 Placement Details. Specific placement locations, dimensions, rotation schedules, and other details shall be set forth in the applicable Insertion Order.

2.3 Labeling. All Advertisements will be clearly labeled as "Advertisement," "Sponsored," or a similar designation in accordance with applicable advertising disclosure requirements and Publisher's editorial standards. Advertiser acknowledges and agrees to this labeling requirement.

3.1 Separation of Advertising and Editorial. Advertiser acknowledges and agrees that advertising placements on MSB Center are entirely separate from editorial content, including software reviews, directory listings, and regulatory updates. No advertising relationship shall influence, or be construed as influencing, editorial decisions, review scores, directory rankings, or editorial coverage.

3.2 No Guaranteed Coverage. The purchase of any Advertisement does not entitle Advertiser to editorial coverage, a favorable review, preferential directory ranking, or any other editorial consideration. Publisher reserves sole and absolute discretion over all editorial content.

3.3 Disclosure. Publisher may disclose the existence of any advertising relationship in connection with editorial content mentioning Advertiser or Advertiser's products, at Publisher's sole discretion.

4.1 Insertion Orders. Each advertising campaign shall be governed by a separate Insertion Order that incorporates the terms of this Agreement. In the event of a conflict between an IO and this Agreement, the IO shall control with respect to the specific campaign, except that Sections 3 (Editorial Independence), 10 (Indemnification), and 11 (Limitation of Liability) of this Agreement may not be modified by an IO.

4.2 Pricing. Advertising rates shall be as set forth in the applicable IO. Rates may be based on fixed-fee, cost-per-thousand impressions (CPM), cost-per-click (CPC), or other models as agreed by the parties. Publisher reserves the right to modify standard rate cards at any time; however, pricing specified in an executed IO shall remain in effect for the duration of that IO.

4.3 Taxes. All amounts are exclusive of applicable taxes. Advertiser is responsible for all taxes arising from this Agreement, excluding taxes based on Publisher's income.

5.1 Invoicing. Publisher will invoice Advertiser in accordance with the schedule specified in the applicable IO. In the absence of a specified schedule, Publisher will invoice upon execution of the IO for the full Campaign Period.

5.2 Payment Due. Payment is due within thirty (30) days of invoice date unless otherwise specified in the IO. All payments shall be made in U.S. dollars.

5.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Publisher may suspend any active campaign if payment is more than fifteen (15) days past due, and may terminate the IO if payment is more than thirty (30) days past due.

5.4 Disputes. Advertiser must notify Publisher of any invoice dispute within fifteen (15) days of the invoice date. Undisputed amounts remain due in accordance with normal payment terms.

6.1 Submission. Advertiser shall submit all Ad Materials in the format, dimensions, file size, and specifications provided by Publisher. Ad Materials must be submitted at least five (5) business days prior to the campaign start date, unless otherwise agreed.

6.2 Approval. All Ad Materials are subject to Publisher's approval, which shall not be unreasonably withheld. Publisher reserves the right to reject or require modifications to any Ad Materials that, in Publisher's reasonable judgment:

• Are misleading, deceptive, or factually inaccurate;
• Violate applicable laws, regulations, or industry standards;
• Contain malware, auto-playing audio/video, or disruptive technical elements;
• Are incompatible with the Site's design standards or user experience;
• Promote products or services that are illegal, harmful, or inappropriate for the Site's audience;
• Could damage the reputation or credibility of MSB Center or its audience.

6.3 Modifications. Advertiser may request changes to Ad Materials during a Campaign Period, subject to Publisher's standard production lead times. Frequency of changes may be limited as specified in the IO.

6.4 Default Materials. If Advertiser fails to deliver conforming Ad Materials by the required deadline, Publisher may, at its option: (a) run the campaign with previously approved materials, (b) use a Publisher-designed placeholder identifying Advertiser, or (c) begin the Campaign Period as scheduled with the commitment period running regardless of creative delivery.

7.1 Compliance. All Advertisements must comply with applicable federal, state, and local laws and regulations, including but not limited to the Federal Trade Commission Act, CAN-SPAM Act, and any regulations governing the advertising of financial services.

7.2 Prohibited Content. The following content is prohibited in all Advertisements:

• False, misleading, or unsubstantiated claims about products or services;
• Content that promotes unlicensed money transmission, unregistered MSB activity, or any illegal financial services;
• Guarantees of regulatory approval, licensing outcomes, or compliance certification;
• Disparaging references to competitors, regulators, or law enforcement;
• Content that could be interpreted as legal, regulatory, or compliance advice;
• Cryptocurrency or digital asset promotions unless the advertiser holds all required licenses;
• Adult content, gambling, firearms, tobacco, or controlled substances;
• Political advertising or advocacy;
• Content that infringes any third-party intellectual property rights.

7.3 Financial Services Standards. Given the regulated nature of the MSB industry, Advertisements for financial products or services must include all disclosures required by applicable regulators. Advertiser is solely responsible for ensuring its Advertisements comply with all applicable regulatory requirements, including FinCEN, state banking departments, and consumer protection agencies.

8.1 Term. This Agreement is effective as of the date Advertiser submits its first IO and continues until all IOs have expired or been terminated.

8.2 Campaign Term. Each IO specifies its own Campaign Period. Unless the IO provides for automatic renewal, campaigns expire at the end of the Campaign Period without further action by either party.

8.3 Cancellation by Advertiser. Advertiser may cancel a campaign by providing written notice to Publisher at least thirty (30) days before the campaign start date for a full refund. Cancellations received less than thirty (30) days but more than fourteen (14) days before the start date are subject to a cancellation fee of 25% of the IO value. Cancellations received less than fourteen (14) days before the start date, or after the campaign has commenced, are non-refundable except at Publisher's sole discretion.

8.4 Termination by Publisher. Publisher may terminate any IO immediately upon written notice if: (a) Advertiser breaches any material term of this Agreement; (b) Advertiser's Ad Materials are determined to violate Section 7; (c) Advertiser becomes the subject of a regulatory enforcement action, consent order, or criminal proceeding that, in Publisher's judgment, could harm Publisher's reputation; or (d) Advertiser fails to make payment when due. In the event of termination under this section, Publisher will refund a pro-rata portion of prepaid fees for the unused portion of the Campaign Period, except in cases of breach by Advertiser.

8.5 Termination for Convenience. Either party may terminate this Agreement (but not individual IOs, except as provided in Sections 8.3 and 8.4) upon sixty (60) days written notice. Active IOs will continue through their Campaign Periods unless separately terminated.

9.1 Advertiser Representations. Advertiser represents and warrants that:

• It has the legal authority to enter into this Agreement and to authorize the publication of its Advertisements;
• All Ad Materials are accurate, not misleading, and comply with all applicable laws and regulations;
• It owns or has obtained all necessary rights, licenses, and permissions for all content in its Ad Materials, including trademarks, copyrights, images, and likeness rights;
• Its products and services advertised on the Site are offered in compliance with all applicable federal, state, and local laws, including money transmitter licensing requirements where applicable;
• It will promptly notify Publisher of any material change in its regulatory status, including license revocations, enforcement actions, or consent orders.

9.2 Publisher Representations. Publisher represents and warrants that:

• It has the authority to enter into this Agreement and to provide the advertising placements described herein;
• It will make commercially reasonable efforts to deliver Advertisements in accordance with the applicable IO;
• It will label all Advertisements in compliance with applicable advertising disclosure requirements.

10.1 Advertiser Indemnification. Advertiser shall indemnify, defend, and hold harmless Publisher, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Advertiser's Ad Materials or Advertisements; (b) Advertiser's products or services; (c) any breach of Advertiser's representations and warranties under this Agreement; (d) any claim that Advertiser's Ad Materials infringe or misappropriate any third-party intellectual property right; or (e) any regulatory action or consumer complaint related to Advertiser's business.

10.2 Publisher Indemnification. Publisher shall indemnify, defend, and hold harmless Advertiser from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of Publisher's gross negligence or willful misconduct in the performance of this Agreement.

11.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. PUBLISHER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO PUBLISHER UNDER THE APPLICABLE INSERTION ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions. The limitations in this Section 11 shall not apply to: (a) Advertiser's indemnification obligations under Section 10.1; (b) either party's breach of confidentiality obligations; or (c) either party's willful misconduct or fraud.

12.1 Advertiser Content. Advertiser retains all rights in its Ad Materials. Advertiser grants Publisher a non-exclusive, royalty-free license to display, reproduce, and distribute the Ad Materials solely as necessary to fulfill this Agreement during the applicable Campaign Period.

12.2 Publisher Content. Publisher retains all rights in the Site, including its name, logo, design, editorial content, and all other intellectual property. Advertiser may not use the MSB Center name, logo, or other trademarks without Publisher's prior written consent, except to identify the Site as an advertising venue in Advertiser's own marketing materials.

12.3 No Implied License. Nothing in this Agreement grants either party any rights in the other party's intellectual property except as expressly stated herein.

13.1 Confidential Information. Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including pricing terms, campaign performance data, business strategies, and proprietary methodologies.

13.2 Exceptions. Confidential information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulation, provided that the disclosing party is given reasonable notice and an opportunity to seek protective relief.

13.3 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years.

14.1 Performance Reporting. Publisher will provide Advertiser with campaign performance reports at intervals specified in the IO, or monthly if not specified. Reports may include impressions served, clicks received, and other standard advertising metrics.

14.2 Data Ownership. Aggregate campaign performance data is owned by Publisher. Advertiser may use its own campaign performance data for internal purposes. Neither party may disclose the other party's campaign data without consent, except in aggregate, anonymized form.

14.3 Privacy Compliance. Both parties agree to comply with all applicable data protection and privacy laws in connection with any personal data processed in the performance of this Agreement.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications outages, cyberattacks, pandemics, or labor disputes. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected IO with a pro-rata refund of prepaid fees.

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

16.2 Dispute Resolution. The parties agree to attempt to resolve any dispute arising under this Agreement through good faith negotiation for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association, conducted in the State of Florida. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Injunctive Relief. Notwithstanding Section 16.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property provisions.

17.1 Entire Agreement. This Agreement, together with any executed Insertion Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations.

17.2 Amendment. This Agreement may be amended only by a written instrument signed by both parties, except that Publisher may update these standard terms by posting revised terms on the Site with thirty (30) days advance notice. Advertiser's continued placement of Advertisements after the notice period constitutes acceptance of the revised terms.

17.3 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

17.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.5 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

17.6 Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable IO, or submitted through the Publisher's contact form at msbcenter.com/contact for notices to Publisher. Notices are effective upon receipt.

17.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

17.8 Survival. Sections 3 (Editorial Independence), 10 (Indemnification), 11 (Limitation of Liability), 12 (Intellectual Property), 13 (Confidentiality), and 16 (Governing Law and Dispute Resolution) shall survive the expiration or termination of this Agreement.

For advertising inquiries, Insertion Orders, or questions regarding this Agreement: