Terms and Conditions for Publisher

DEFINITIONS

• • “Ad” means any advertisement provided by Bidmatic.

• • “Advertising Materials” means artwork, copy, or active URLs for Ads.

• • “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

• • “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Bidmatic and precludes identification, directly or indirectly, of Bidmatic.

• • “Collected Data” consists of IO Details, Performance Data, and Site Data.

• • “CPC Deliverables” means Deliverables sold on a cost per click basis.

• • “CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.

• • “Deliverable” or “Deliverables” means the inventory delivered by Publisher (e.g., impressions, clicks, or other desired actions).

• • “IO” means a mutually agreed insertion order that incorporates these T&C for Publisher, under which Publisher will deliver Ads on Sites for the benefit of Bidmatic.

• • “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.

• • “Publisher” means the publisher listed on the applicable IO.

• • “Publisher`s Properties” are websites specified on an IO that are owned, operated, or controlled by Publisher.

• • “Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Publisher, but on which Publisher has a contractual right to serve Ads.

• • “Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Publisher’s 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.

• • “Performance Data” is data regarding a campaign gathered during the delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.

• • “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than the performance of the IO.

• • “Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

• • “Site” or “Sites” means Publisher Properties and Network Properties.

• • “Site Data” is any data that is (A) preexisting Publisher data used by Publisher pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Publisher, Publisher’s Site, brand, content, context, or users as such; or (C) entered by users on any Publisher Site other than End User Personal Data.

• • “Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Publisher, Bidmatic, and any Affiliates or Representatives of the foregoing are not Third Parties.

• • “Third Party Ad Server” means a Third Party that will serve and/or track Ads.

• • “End User Personal Data” is personally identifiable information collected from individual users by Publisher during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Bidmatic.

1. INSERTION ORDERS AND INVENTORY AVAILABILITY

IO Details. The business relationships between Bidmatic and Publisher are regulated by the IO (if any). As applicable, each IO (if any) will specify (i) the type(s) / formats of Deliverables, (ii) the start and end dates of the campaign, (iii) properties where the ad to be placed and (iv) payment terms. 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.

Acceptance. Acceptance of the IO (if any) and these T&C for Publisher will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these T&C for Publisher, will include paper, fax, or e-mail communication) approval of the IO by Publisher, or (ii) the display of the first Ad impression by Publisher, unless otherwise agreed on the IO (if any). Notwithstanding the foregoing, modifications to the originally submitted IO (if any) will not be binding unless approved in writing by Publisher.

Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.

2. AD PLACEMENT AND POSITIONING

Compliance with IO. The Publisher will comply with the IO, including all Ad placement restrictions, and, will create a reasonably balanced delivery schedule. Publisher 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 Bidmatic in writing.

Changes to Site. The Publisher will use commercially reasonable efforts to provide Bidmatic at least 10 (ten) 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, and Bidmatic`s sole remedy for such change, Bidmatic may cancel the remainder of the affected placement without penalty within the 10-day notice period. If the Publisher has failed to provide such notification, Bidmatic may cancel the remainder of the affected placement within 30 (thirty) days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.

Technical Specifications. The Publisher will submit or otherwise make electronically accessible to Bidmatic final technical specifications within two (2) business days of the acceptance of an IO. Changes by the Publisher to the specifications of already-purchased Ads after that two (2) business day period will allow Bidmatic 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 the Publisher resize the Ad at Publisher’s cost, and with final creative approval of Bidmatic, 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.

Restrictions. Publisher will not be required to publish any Ad that is not in accordance with its policies, restrictions (as set forth in this T&C for Publisher), or specifications as determined in its sole discretion. Notwithstanding the foregoing, Publisher’s policies, specifications, and/or recommendations with respect to Ads should not be construed as legal advice or as sufficient guidelines to ensure that such Ads comply with applicable law, and Bidmatic shall be solely responsible for the content of its Ads. Publisher undertakes that Ads shall not be placed on the Publisher Properties containing any materials or content which violates intellectual property rights of any third parties. Bidmatic undertakes that all Ads used will not include or promote illegal content (such as but not limited to: adult/pornography, gambling, extreme/graphic/explicit violence, profanity, hate, illegal narcotics, content which infringes upon third party rights) and will not include spyware/malware/warez.

Any methods and or means, direct or indirect, intentional, accidental, incidental, that artificially and/or fraudulently inflate the volume of impressions is strictly forbidden. Additionally, Bidmatic may withhold amounts relating to the Collected Revenue indicated herein, if Bidmatic, in its sole reasonable discretion, believes the performance related to them is fraudulent or invalid; or may withhold or recover mentioned amounts from Publisher if Bidmatic was charged or credited back in their respect by any Demand Partners. Payment amounts displayed in Bidmatic’s reporting systems may be adjusted at any time and may not reflect the final payment to Publisher as per adjustments made hereunder.

Publisher or its affiliates will not distribute Ads under these T&C for Publisher on any following Publisher Properties:

• • which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, ‘warez’, emulators, or cracks, etc.);

• • with pornography, adult content, sexual or erotic material, or websites that contain links to such content;

• • with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm;

• • promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based, or personal, etc.);

• • that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.);

• • with illegal, false, or deceptive investment advice and money-making opportunities;

• • that provide incentives of any nature to require or encourage users to click on Ad banners (i.e., charity, sweepstakes, etc.);

• • that are under construction or incomplete websites with extremely limited audiences or viewership websites with any type of content reasonable public consensus deems to be improper or inappropriate;

• • that in any way violate any applicable local, national, or international law or regulation of any applicable jurisdiction.

At any time, Bidmatic may investigate any Publisher’s Properties for violation of these T&C for Publisher. If Bidmatic determines that the Publisher’s Properties include any undesirable content, Bidmatic may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Ads on such Publisher Properties. In no event will Bidmatic or its Demand Partners be obligated to pay for Ads served through Publisher Properties containing undesirable content after the Publisher’s receipt of such notice from Bidmatic.

For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, the Publisher will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Bidmatic’s sole remedy for Publisher’s breach of such obligation will be to submit written complaints to Publisher, which will review such complaints and remove user-generated content that Publisher, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use.

3. PAYMENT AND PAYMENT LIABILITY

Within the period specified in the IO, Bidmatic will pay Collected Revenue in accordance with the provisions of the IO during the applicable calendar month.

Publisher acknowledges that Bidmatic operates as an Ad exchange and is therefore reliant on payment by the Demand Partners to Bidmatic before Bidmatic will pay Publisher. Accordingly, payment for each Bidmatic Ad Marketplace Ad impression served on Publisher Properties is strictly subject to and conditional upon the payment of Ad Collected Revenue for the same Ad impression by the relevant Demand Partners. In the event that Bidmatic receives partial payment of the Ad Collected Revenue, Bidmatic will make corresponding Collected Revenue payment to Publisher only within the collected part.

Publisher understands and agrees that Bidmatic acts solely as an agent for Demand Partners; and that Bidmatic shall only be liable to Publisher for Collected Revenue based on payments from Demand Partners, which have been received without restrictions. Bidmatic agrees to make every reasonable effort to bill, collect, and clear payment from the Demand Partners on a timely basis. Bidmatic reserves the absolute right not to make any payments if the Publisher violates any of the terms of these T&C for Publisher.

All amounts under each IO and T&C for Publisher will be invoiced in U.S. dollars and paid by wire transfer to an account to be designated by Publisher in the invoice unless otherwise agreed in writing by the parties hereto.

All amounts under each IO and T&C for Publisher will be invoiced in U.S. dollars and paid by wire transfer to an account to be designated by Publisher in the invoice unless otherwise agreed in writing by the Parties hereto. The minimum payment threshold is $500 (five hundred). Bidmatic doesn’t cover transfer expenses. Any amount lower than $500 will be rolled over to the next month.

Bidmatic assumes no responsibility for paying income taxes on behalf of the Publisher. The Publisher assumes complete and sole responsibility for any taxes owed or which may be due in connection with Publisher’s activities under the IO and T&C for Publisher, including but not limited to sales and use taxes, goods and services taxes, value-added taxes, and withholding taxes, and agree to indemnify and hold Bidmatic and its employees, affiliates, and representatives harmless from any such taxes Bidmatic shall provide the Publisher with appropriate tax information, including earnings on Form 1099. The Publishers residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to Bidmatic for tax reporting purposes. In no event will payments be made on accounts that have not provided proper tax identification information including but not limited to Form W-8BEN or Form W-9. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.

4. REPORTING

Publisher will, within two (2) business days of the start date on the IO, provide confirmation to Bidmatic, either electronically or in writing, stating whether the components of the IO have begun delivery.

Bidmatic shall have the sole responsibility for the calculation of statistics (reporting). Publisher acknowledges that statistics provided by Bidmatic are the definitive and binding measurements of Publisher’s performance on any obligations provided in these T&C for Publisher, and no other measurements or usage statistics shall be accepted by Publisher or have a bearing on these T&C for Publisher.

Bidmatic will provide Publisher with access to reporting within 48 hours, depending on the type of Ads, to enable the Publisher to view the estimated revenues and impressions due to it under a given the T&C for Publisher.

Final revenue & impression count numbers (statistics) will be determined and adjudicated using the Bidmatic ‘s reporting system within ten (10) days after the end of the reporting month.

5. CANCELLATION AND TERMINATION

Subject to the early termination rights of either Party herein, the term of the IO and these T&C for Publisher shall be two (2) years from the date of the respective IO; and it shall renew automatically for subsequent two-year periods unless either Party notifies the other at least 30 (thirty) days before the end of the expiration date of the IO and these T&C, that it does not wish to renew the T&C.

The Parties hereby agree that any Party may terminate the IO and these T&C for Publisher at any time, with or without cause and without any liability to the other Party whatsoever by giving 24 hours prior written notice of termination to the other Party.

In the event that the IO and these T&C for Publisher is validly terminated as provided herein, then the Parties shall be relieved of their duties and obligations arising under the IO and these T&C for Publisher after the date of such termination and such termination shall be without liability to the Parties; provided, further, however, that Publisher has an outstanding account balance, Bidmatic will pay Publisher all legitimate money due during the next billing cycle and nothing in this paragraph shall relieve the Parties of any liability for a breach of the the IO and these T&C for Publisher.

Either Publisher or Bidmatic may terminate the IO and these T&C for Publisher at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 (ten) days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these T&C for Publisher with regard to specific breaches.

6. FORCE MAJEURE

Generally. Excluding payment obligations, neither Bidmatic nor Publisher will be liable for delay or default in the performance of its respective obligations under these T&C for Publisher if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If the Publisher suffers such a delay or default, the Publisher will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Bidmatic, Publisher will allow Bidmatic a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Bidmatic will have the benefit of the same discounts that would have been earned had there been no default or delay.

Related to Payment. If Bidmatic’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Bidmatic’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Bidmatic will make every reasonable effort to make payments on a timely basis to Publisher, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Bidmatic from any of its obligations as to the amount of money that would have been due and paid without such condition.

Cancellation. If a Force Majeure event has continued for five (5) business days, Publisher and/or Bidmatic has the right to cancel the remainder of the IO without penalty.