Talk to Chris Long

P:     (415) 449-1191
E:     Chris@PassFail.com

PassFail Advertising Guidelines

DATED: AUGUST 26, 2012

ADVERTISING PHILOSOPHY

At PassFail, we believe that ads should contribute to and be consistent with an overall positive user experience. PassFail is designed to be a social networking space for companies, professional advisors and investors. It is our belief that the PassFail user will be a more affluent audience than users of most other social networking sites. For that reason, PassFail caters to advertisers of high-end products, especially those providing services for investors. Advertising categories include, but are not limited to: insurance companies, professional advisors, on-line traders, investment bankers, fund managers, travel-related companies, jewelry companies, automobile manufacturers, tech companies, and similar or related companies offering products and services that PassFail believes are consistent with the character and needs of its users.

Products and services that will not be advertised on PassFail include, but are not limited to: gambling and lotteries, dating services, contraceptives, adult products and services, pharmaceuticals, tobacco, dietary supplements, weapons and explosives, and any advertisement that promotes a sweepstakes or giveaway.

These guidelines are not intended to serve as legal advice, and adherence to these guidelines does not necessarily constitute legal compliance. Advertisers are responsible for ensuring that their ads comply with all applicable laws, statutes, and regulations.

ADVERTISING GUIDELINES

The following guidelines apply to all ads appearing on PassFail.

PassFail reserves the right to reject, approve or remove any ad for any reason, in our sole discretion, including ads that negatively affect our relationship with our users or that promote content, services, or activities that are contrary to our competitive position, interests, or advertising philosophy. These guidelines are subject to change at any time.

1. DATA AND PRIVACY

   1. Ad creative may not contain user data received or derived from PassFail, even if a user consents to such use.
   2. User data received or derived from PassFail, including information collected from an ad or derived from targeting criteria, may not be used without users' prior express consent (and only to the extent such use isn't otherwise prohibited under applicable policies).
   3. Any permissible data collection or use of user data must be consistent with PassFail's privacy policy.

2. AD CREATIVE AND POSITIONING

   All components of an ad, including any text, images, or other media, must be relevant and appropriate to the product or service being offered and the audience viewing the ad. Ads may not contain audio or flash animation that plays automatically without a user's interaction. Ads may not position products or services in a sexually suggestive manner. Ads may not contain content that exploits political agendas or "hot button" issues for commercial use. Additionally, ad text must include proper grammar and the use of all symbols, numbers, or letters must adhere to the true meaning of the symbol.

3. ACCURACY

   Ads must clearly represent the company, product, service, or brand that is being advertised and must not contain false, misleading, fraudulent, or deceptive claims or suggest false relevancy to generic offers.

4. ATTRIBUTION

   Ad text may not assert or imply, directly or indirectly, within the ad content or by targeting, a user's personal characteristics within the following categories:

   1. race or ethnic origin;
   2. religion or philosophical belief;
   3. age;
   4. sexual orientation or sexual life;
   5. gender indentity;
   6. disability or medical condition (including physical or mental health)
   7. financial status or information;
   8. membership in a trade union; and
   9. criminal record.

5. TARGETING

   Ads must always apply appropriate targeting and never use targeting criteria to provoke users. Ads for regulated goods and services (e.g. alcohol), must abide by all applicable laws, regulations, and industry codes.

6. AD CONTENT

   Advertisers must ensure that their ads comply with all applicable laws, regulations, and guidelines. All claims in ads must be adequately substantiated. Ads must not offend users. Ads and any offers promoted within ads must not be false, deceptive or misleading or contain spam. Ads must not contain or promote illegal products or services. Ads must not violate the rights of any third parties. The following specific content guidelines apply:

   1. Adult Products
      Ads may not promote the sale or use of adult products or services, including but not limited to toys, videos, publications, live shows, or sexual enhancement products.
   2. Alcohol
      Where permissible, ads that promote or reference alcohol must: (i) Comply with all applicable local laws, required or recommended industry codes, guidelines, licenses and approvals and (ii) apply age and country targeting criteria consistent with PassFail's targeting guidelines and applicable local laws. Where a user's age or country cannot be determined, the ad must not be displayed to the user.
   3. Dating
      Ads for adult friend finders or dating sites with a sexual emphasis are not permitted. Ads for other online dating services are not permitted.
   4. Drugs and Tobacco
      Ads may not promote or facilitate the sale or consumption of illegal or recreational drugs, tobacco products, or drug or tobacco paraphernalia.
   5. Gambling and Lotteries
      Ads that promote or facilitate online gambling, games of skill or lotteries, including online casino, sports books, bingo, or poker, are not allowed.
   6. Pharmaceuticals and Supplements
      Ads must not promote the sale of prescription pharmaceuticals. Ads for online pharmacies are prohibited.
   7. Software
      Ads may not contain or link directly or indirectly to a site that contains spyware/malware downloads or any software that results in an unexpected, deceptive or unfair user experience, including but not limited to software which:
      1. "sneaks" onto a user's system;
      2. performs activities hidden to the user;
      3. may alter, harm, disable or replace any hardware or software installed on a user's computer without express permission from the user;
      4. is bundled as a hidden component of other software whether free or for an additional fee;
      5. automatically downloads without Facebook's express prior approval;
      6. presents download dialog boxes without a user's action; or
      7. may violate or infringe upon the intellectual property rights of any third party, including copyright, trademark, patent or any other proprietary right.
   8. Subscription Services
      Ads for subscription services, or that promote products or services that include negative options, automatic renewal, free-to-pay conversion billing products, or mobile marketing are prohibited.
   9. Unaccepatable Business Model
      Ads may not promote a business model or practice that is deemed by PassFail in its sole discretion to be unacceptable or contrary to PassFail's overall advertising philosophy or to any applicable law, including but not limited to multi-level marketing schemes, or advertisements for scams.
   10. Weapons and Explosives
       Ads may not promote the sale or use of weapons, ammunition, or explosives.

7. COMMUNITY STANDARDS

   Ads, or categories of ads, that receive a significant amount of negative user feedback, or are otherwise deemed to violate our community standards, are prohibited and may be removed. In all cases, PassFail reserves the right in its sole discretion to determine whether particular content is in violation of our community standards.

   1. Illegal Activity
      Ads may not constitute, facilitate or promote illegal activity.
   2. Harassment
      Ads may not insult, attack, harass, bully, threaten, demean or impersonate others.
   3. Hate Speech
      Ads may not contain "hate speech," whether directed at an individual or a group, based on membership within certain categories. These categories include, but are not limited to, race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language.
   4. Minors
      Ads that are targeted to minors may not promote products or services that are illegal for use by minors in their jurisdiction, or that are deemed to be unsafe or inappropriate.
   5. Sex/Nudity
      Ads may not contain adult content, including nudity, depictions of people in explicit or suggestive positions, or activities that are overly suggestive or sexually provocative.
   6. Shock Value
      Ads may not be shocking, sensational or disrespectful, or portray excessive violence.

8. PASSFAIL REFERENCES

   Ads may not imply a PassFail endorsement or partnership of any kind. Ads linking to PassFail branded content (including pages, groups, events, or connect sites) may make limited reference to "PassFail" in ad text for the purpose of clarifying the destination of the ad. All other ads and landing pages may not use our copyrights or trademarks or any confusingly similar marks, except as expressly permitted by PassFail with our prior written permission.

9. RIGHTS OF OTHERS

   Ads may not include content that infringes upon or violates the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights.