PUBLISHER TERMS & CONDITIONS

AdSupply, Inc. (“AdSupply”, “Company”, “we” or “us”), whether directly or indirectly, owns and operates the AdSupply.com website, portals and user interfaces and the services and content thereon (collectively, the “Site”). Your use of and access to the Site constitute your agreement to be bound by these terms of service (the “Agreement”) and any additional rules and guidelines that we post on the Site. If you do not agree to be bound by this Agreement, then you must not use the Site. We may change this Agreement at any time and without any notice to you. We recommend that you periodically visit this page to review this Agreement. By using the Site after we post any changes, you agree to accept those changes, whether or not you actually reviewed them. As used in this Agreement “Publisher” shall refer to you; “Advertising” shall mean a promotional message for the purpose of publicizing products or services; “Website” shall mean the domain names used by Publisher to display Advertising.

1. Non‐Exclusive Representation. Publisher hereby appoints Company as a non‐exclusive representative for the sale of Advertising on Publisher owned Websites. Pursuant to the terms of this Agreement, Company and its authorized representatives shall have the right to sell media space on the Publisher’s Websites for the display of Advertising. Publisher agrees to cooperate with Company to facilitate Company’s performance of the services described in this Agreement
2. Term. The effectiveness of these terms and conditions and your appointment of Company as a non‐exclusive representative shall continue until terminated by either party. Either party may terminate these terms and conditions with or without cause upon notice to the other party. Upon termination: (i) each party will cease using each other’s corporate name, marks and/or logo; (ii) Publisher will remove all Company owned ad technology from its Website; (iii) any undisputed final payment will be made in accordance with these terms and conditions; and (iv) Sections 8 through 15 will survive and remain in effect.
3. Publisher Requirements. During the term of this Agreement, Publisher agrees to maintain on the Website all ad code necessary for Company to serve Advertising. To enable Company to maximize the Advertising revenue for the Website, Publisher agrees to, at minimum, work with Company to ensure the quality of inventory that is allocated for sale. If Publisher approves any other form of Advertising that requires Publisher to add additional ad code or make other modifications to the Website, or otherwise to change Publisher’s advertising practices, Publisher agrees to take such required actions promptly and diligently. If Company requests that Publisher remove or alter certain ad code for any reason, Publisher agrees do so within twenty‐four (24) hours, and send an email confirmation to Company upon such removal or alteration.
4. Traffic Reports. Company will report Advertising and Revenue to Publisher using the AdSupply Site (the “Reporting”). Payment to Publisher shall be due and payable at the rate and full amount provided for herein based upon the measurement criteria (e.g. impressions, clicks, etc.) as reported to Publisher by Company. Reporting is subject to audit by Company.
5. Compensation.
   1. Payment Terms. Company shall invoice and collect from Advertisers all Advertising fees. Company shall pay Publisher its share of Net Billings thirty (30) days after the month end in which the Advertising was delivered. In the event the Publishers compensation amount is less than $50.00 for any given month, Company shall hold payment until the total compensation due to the Publisher is greater than $50.00.
   2. Taxes. Company assumes no responsibility for paying income taxes on behalf of Publisher. Publishers assume complete and sole responsibility for any taxes owed as a consequence of participation in the service. Company shall provide Publishers with appropriate tax information, including earnings on Form 1099. Publishers residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to Company for tax reporting purposes. 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.
   3. Revenue Share. For Standard Advertising sold on a Revenue Share basis on the Website through the AdSupply Marketplace, the parties agree that in consideration for Company performing its services as described in this Agreement, Company shall retain a percentage of the Net Billing. For Company’s Premium Advertising sold on the Website, Company will retain fifty percent (50%) of Net Billing. “Net Billings” means the amount actually received by Company from Advertisers for the sale of Advertising, which amounts, as billed to Advertisers, may have been reduced by applicable rate card or volume discounts and agency commissions. “Standard Advertising” means advertisement formats that are not exclusive to Company, including, without limitation, the following formats: IAB ad sizes, page‐under, floating banner, interstitial, and overlay. Company’s “Premium Advertising” includes, without limitation, “Before You Go” advertising and the “AdSupply AdBlock Solution”
   4. Publisher Private Advertising. For Advertising sold by Publisher directly, the parties agree that the Company shall perform ad operations and platform support only. Publisher shall retain all revenue generated from the sale of Private Advertising provided that all Advertising not sold by Publisher directly is available to Company. In consideration for Company providing these services, Publisher shall pay to Company a $0.10 CPM serving fee for Private Advertising. Publisher is responsible for accounting, collection, and client management for Private Advertising.
   5. Adjustments. At the end of the monthly billing period, adjustments may be made to the Publisher payments due to Advertiser discrepancies, rate changes, or traffic fraud. These Adjustments are applied to Publisher by Company at their sole direction. Company reserves the right to withhold payment from Publisher if Publisher has engaged in activity that is either prohibited hereunder or is outside the scope of that which is permitted under this Agreement. Advertising served but not received due to end user blocking technology or software (e.g., pop‐up blocking software) shall not count towards any payout calculation.
6. Publisher Representations and Warranties. Publisher warrants and represents at all times that Publisher (i) owns and/or has the right to use all materials contained on the Website, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, (ii) has secured the requisite permission to use any person’s name, voice, likeness and performance as embodied in such materials, or any other element contained in said material; and (iii) the Website will not infringe the patents, copyrights, trademarks or any other right of any third party. In addition, Publisher represents and warrants at all times that Publisher’s Websites shall not contain, or contain links to, content promoting the use of alcohol, tobacco or any illegal substance; expletives or inappropriate language; content promoting illegal activity, racism, hate, “spam,” mail fraud, pyramid schemes, or investment opportunities or advice not permitted under law; content that is libelous, obscene, objectionable, defamatory, contrary to public policy, or otherwise unlawful, or any other content deemed inappropriate by Company in its sole discretion. Publisher agrees that it shall not run “robots” or “spiders” against its Websites or use any means to artificially increase amount of Advertising shown.
7. Privacy Policy. Publisher agrees to post on its Website a privacy policy, linked, at a minimum, conspicuously from the Website’s home page, with a link that contains the word “Privacy,” that, in addition to the disclosures about Publisher’s privacy practices, clearly and conspicuously discloses (a) Publisher’s use of a third party for its ad serving activities; (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of the Publisher’s content; and (c) the user’s ability to opt out from such collection and use. Company reserves the right to change its suggested disclosure language, including requiring certain disclosures as mandated by law (including industry self‐ regulation or practice), upon written notice to Publisher, and Publisher agrees to cooperate to post such revised disclosure within three (3) business days following receipt of such notice, or otherwise post within five (5) business days following receipt of such notice such other disclosure as may be mutually agreeable to the parties.
8. Proprietary Rights. Publisher hereby grants to Company a worldwide, non‐exclusive, royalty‐free license to collect and use for Company’s business purposes information gathered by Company in connection with ad delivery to the Website, including, without limitation, click‐stream information.
9. Indemnification. Publisher shall indemnify, defend and hold harmless Company, Company’s subsidiaries and affiliates, and the respective partners, agents, officers, directors and employees of each of the foregoing, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses), whether incurred due to third party claims or otherwise, arising or resulting from or caused by (i) any breach or default by Publisher in the performance of any of its obligations under this Agreement; (ii) any breach of any representation, warranty, covenant or agreement by Publisher; or (iv) any transactions with Users, including without limitation any purchases by such Users of products or services sold on the Website. Publisher agrees that its indemnity obligations to Company shall extend to Advertisers purchasing Advertising on the Website.
10. Mutual Warranty Disclaimer; Limitation of Liability. Company and Publisher make no warranties of any kind, whether express or implied, as to the subject matter of this Agreement, including any warranty of merchantability or fitness for a particular purpose. Company and Publisher shall not be liable for the actions or omissions of any Advertiser in connection with such Advertiser’s utilizing any advertising space on the Website, nor for the content of any such Advertiser’s Advertisement or other advertising materials. Company and Publisher shall not be liable for any unavailability or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL COMPANY’S OR PUBLISHER’S LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE BY COMPANY TO PUBLISHER HEREUNDER DURING THE PRECEDING 12 MONTHS.
11. Confidentiality. Each party (“Discloser”) acknowledges that during the performance of its obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other party (“Recipient”). “Confidential Information” means information regarding Discloser’s trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now‐existing or future non‐disclosure agreement between the parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature. Recipient agrees that it will not disclose any Confidential Information to anyone except an employee, agent or advisor (collectively, “Representatives”) who has a need to know same, and who is bound by confidentiality and non‐use obligations at least as protective of Confidential Information as are those in this Section, and that it will not use Confidential Information for any purpose not permitted under this Agreement. Recipient will protect the Confidential Information in the same manner it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
12. Legal Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, Company shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.
13. Governing Law. The parties agree that this Agreement will be construed in all respects in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed therein, and, in the event of any dispute related to the subject matter of this Agreement, the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts located in the State of California, Los Angeles County.
14. Notice. All notices and approvals desired or required to be given to either party hereunder shall be in writing and shall be deemed given when delivered via (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by electronic mail to the address of the party specified in this Agreement or such other address as either party may specify in writing.
15. Assignment. Publisher may not assign this Agreement, in whole or in part, Company’s prior written consent. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
16. Force Majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement 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”).
17. Severability. If any term or provision of this Agreement is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Agreement shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.
18. No Partnership. Nothing contained in this Agreement shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint venture of the other, it being understood and agreed that the relationship of the parties is that of independent contractors.
19. Defaults; No Waiver. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.
20. Entire Agreement. This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.