Ad Serving and Sales Letter of Intent

Five Tier, Inc.
243 Fifth Avenue Suite 529
New York, NY 10016

December 13, 2018

Dear ,

Per our discussion, we would like to serve as an additional sales channel for you to sell unused ad space at premium rates.  At minimum these rates will be double your current rates.

In order to do this, we will need the ability to price ad placements on a cost per play basis which will be calculated based on your existing CPMs.  We will begin by selling longer fixed time slots, which you will also set, but not to exceed one day. Eventually we would like to directly integrate our ad serving technology with yours so that we can produce one off, one play buys, to maximize demand and return.

Think of us as an additional sales person “in the cloud.”  We will not interrupt existing campaigns or efforts. Advertisers will know that they are paying a premium for placements through our network so as not to disrupt traditional buys which will still occur through your traditional channels.  Our platform can also become a resource for coordinating your existing buys more efficiently.

This document is meant to serve as a letter of intent between Five Tier, Inc. and (the “Parties”) with regards to the following business relationship:

Five Tier, Inc. would like to immediately, as of the date of this letter, market and sell available ad space (a “Placement”) on ’s website, billboard, mobile application, or otherwise digital screen based Placements (the “Network.”)

  agrees to share with Five Tier, Inc. the lowest available published rate for all Placement’s at all times and allow Five Tier, Inc. to sell for this rate (the “Wholesale Rate.”)

Five Tier, Inc. will make all efforts to sell inventory for at least double such rate (the “Floor Rate.”)  Five Tier, Inc. will receive a commission on the difference between the Floor Rate multiplied times two (the “Retail Rate.”)

Five Tier, Inc. and shall share in fifty percent (50%) of any sale above the Retail Rate.

  will share with Five Tier, Inc. all Placements in the Network, creative specifications, and Floor Rates for each placement – if applicable.

If adds new Placements to the Network, Five Tier, Inc. shall have the same right to market and sell these Placements under these same terms.

Five Tier, Inc. will sell Placements no less than twenty four (24) hours in advance of Placement’s required display (the “Play Start Time”) and will sell Placement’s for no less than a total of Hours (the “Minimum Play Time.”)  The Play Start Time and Minimum Play Time will carry across all Placement’s in the Network prior to the time of Direct Integration as defined below.

The Parties agree to work towards direct integration between the ’s Network – which may be through integration with an existing player or replacement of an existing player – and Five Tier, Inc.’s technology platform to optimize the sale and delivery process.

The Parties agree to work out a method to reconcile payments that is mutually beneficial and within the structure of ’s current billing practices.

This agreement will remain in place for a period of five (5) years and will auto renew for the same period on the anniversary of its expiration unless one party notifies the other of its desire to cancel within thirty (30) business days of this agreements expiration.

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Five Tier, Inc.
Signature Certificate
Document name: Ad Serving and Sales Letter of Intent
Unique Document ID: 09062b8044a1071cd8cba66df8788a7bd6c20da4
Timestamp Audit
May 24, 2018 5:57 pm ESTAd Serving and Sales Letter of Intent Uploaded by Frank O'Brien - IP