Publisher Terms

By taking on this Agreement (this "Agreement") and creating an online account (the "Account") with TrafficNext, a division of ----------. ("TrafficNext"), the publisher identified below ("Publisher") recognizes and come to an understanding that it is forming a valid and necessary agreement between TrafficNext and the Publisher.

This Agreement administers Publisher's use of the TrafficNext Widget (as defined below). The publisher must agree to this Agreement in order to use the TrafficNext Widget or create an Account. If Publisher uses the TrafficNext Widget, establishes an Account and/or clicks to sign in and/or agree to this Agreement when presented, TrafficNext will understand this as Publisher's acceptance of this Agreement and its agreement to all of the terms and conditions set forth herein. If you are accepting this Agreement on behalf of your employer or another individual, you represent and warrant that you have full legal authority to bind your employer or such other entity to this Agreement. If you do not have such authority, then you may not use the TrafficNext Widget or the Account on behalf of your employer and you must terminate all use of the TrafficNext Widget immediately. This Agreement is operative as of the effective date set forth below (the "Effective Date").

NOW, THEREFORE, for good and valuable concern, the receipt of which is hereby approved, TrafficNext and Publisher hereby agree as follows:

TrafficNext Widget; Publisher Websites:

TrafficNext is a provider of an advertising network (the "TrafficNext Network") whereby it manages the situation of advertisements made available on websites and/or software applications via its proprietary software and API (the "TrafficNext Widget").

Publisher needs to use the TrafficNext Widget on the Publisher Websites designated from time to time within the Account (and the underlying web pages therein) (collectively, the "Publisher Websites") so as to allow visitors to the Publisher Websites to view the advertisements made available via the TrafficNext Network.

Publisher hereby represents and licenses that, (i) it owns, operates and/or controls the Publisher Websites, (ii) it owns or has valid rights in and to the content appearing on the Publisher Websites, (iii) it has the full right and authority to grant the rights granted hereunder; and (iv) the Publisher Websites and TrafficNext's use of the Publisher Websites will not infringe upon the rights of any third party.

Publisher and TrafficNext acknowledge and agree that the Publisher Websites include those websites/URLs that are designated by Publisher from time to time during the term of this Agreement within the Account. Notwithstanding any portion of the foregoing to the contrary, Publisher acknowledges and agrees that TrafficNext may (i) immediately suspend or terminate Publisher's use of, or remove, the TrafficNext Widget, or (ii) require that Publisher immediately suspend or terminate Publisher's use of, or remove, the TrafficNext Widget, on or from any given Publisher Website, or portion thereof, for any or no reason, in TrafficNext's sole discretion, upon prior notice to Publisher.

Campaign Term:

The term of this Agreement shall commence on the Effective Date and dismiss on the date that this Agreement is terminated by Publisher or TrafficNext, as set forth in Section 6a below. The provisions of Sections 3, 4, 6, and 8 through 12 shall persist any expiration or termination of this Agreement.

Revenue Share:

Publisher shall receive seventy percent (70%) of all gross revenue actually received by TrafficNext in a given calendar month from advertisements shown on the Publisher Websites via the TrafficNext Network and TrafficNext Widget.

Additional Payment Terms:

Reporting. TrafficNext software and servers shall track all revenue and number of impressions on Publisher Websites each calendar month. The Publisher acknowledges and agrees that subject to this Section 4, TrafficNext's reports and statistics will be governing for all purposes, including, without limitation, calculation of payments due under this Agreement. If and to the extent that TrafficNext makes available to Publisher any real-time (or near real-time) online reporting, the information presented in any such online reporting shall at all times be subject to customary calendar month-end adjustments made by TrafficNext in its sole discretion.

Payment. Payments shall be made by TrafficNext, with respect to a given calendar month in which the imprint occurred or revenue was actually received, as applicable, no later than the 30th day after the end of such month. No payments will be issued for any amounts less than $50.00 USD; provided, however, that within 30 days after the end of the calendar month in which this Agreement is terminated or expires, TrafficNext shall pay to Publisher all amounts payable under this Agreement, regardless of whether such amount is less than $50.00 USD. During the term of this Agreement, all un-issued earnings will rollover to the next pay period. Notwithstanding the foregoing, if Publisher has past due payments to TrafficNext and is also an advertiser using the TrafficNext Widget, TrafficNext shall have the right to withhold or offset all payments due to Publisher until TrafficNext receives all payments due to TrafficNext.

Withholding Payment. Notwithstanding any other provision of this Agreement, TrafficNext shall not be liable to Publisher or any third party for and will not pay any revenue share payment or any payment for impressions, page views or click-throughs that TrafficNext believes, in its sole discretion, is the result of means that are automated, deceptive, fraudulent or designed to generate clicks that are not the actions of human end users with an actual desire to view the content appearing on the respective page(s) (the "Fraudulent Activity"). Such Fraudulent Activity includes, but is not limited to, the use of robots or other automated tools or computer generated requests, recurrent manual clicks, the contribution of pay-per-click programs or other arrangements to pay for impressions, page views or clicks, or sending to pages not reasonably relevant to the search query. Publisher shall take commercially reasonable steps to prevent such Fraudulent Activity by blocking IP addresses and/or Publisher's user accounts associated with such Fraudulent Activity. Publisher shall cooperate with TrafficNext in any inquiry of possible Fraudulent Activity, including access to Publisher's access logs and other customer and affiliate information, to the extent that such cooperation by the Publisher is commercially reasonable and not in violation of any agreement between the Publisher and a third party. If TrafficNext determines the Publisher has knowingly engaged in Fraudulent Activity, then in addition to its other rights and remedies TrafficNext may terminate this Agreement effective upon notice and withhold payment up to the amount generated through Fraudulent Activity.

Taxes. TrafficNext assumes no responsibility for paying any taxes on behalf of Publisher.

No Guarantees. PUBLISHER UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY REVENUE (INCLUDING WITHOUT LIMITATION ANY MINIMUM LEVEL OF REVENUE) WILL BE GENERATED AS A RESULT OF THIS AGREEMENT. TRAFFICNEXT UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY IMPRESSIONS (INCLUDING WITHOUT LIMITATION ANY MINIMUM LEVEL OF IMPRESSIONS) OF ADS WILL BE GENERATED AS A RESULT OF THIS AGREEMENT.

Audit. TrafficNext will maintain full, correct and complete books and records and supporting documentation relating to impressions served hereunder and payment therefor ("TrafficNext Records") for a period of one year following the last delivery of impressions under this Agreement. During the term of this Agreement and for a period of one year thereafter, Publisher will be entitled, at its expense, either directly or through an autonomous accounting firm (an "Auditor"), to audit the TrafficNext Records for the purpose of verifying all amounts payable or paid by TrafficNext hereunder and compliance with this Agreement (an "Audit"). Audits will take place not more often than once per calendar year, during TrafficNext's normal business hours upon not less than ten business days prior written notice, and will be conducted in a manner that does not unreasonably interfere with TrafficNext's normal business operations. If an Audit uncovers any non-compliance with this Agreement, error in the TrafficNext Records or discrepancy between the TrafficNext Records and amounts paid to Publisher, TrafficNext shall promptly correct such non-compliance, error or discrepancy, and the answerable party shall promptly pay, as applicable, any and all amounts necessary to reconcile such discrepancy. Anything herein to the contrary notwithstanding, if any Audit uncovers an underpayment by TrafficNext that is greater than five percent of the amount actually due during the period audited, then TrafficNext shall reimburse Publisher for the actual costs of such Audit.

Placement requirements:

TrafficNext shall use its reasonable efforts to make available to Publisher, via the Account, online tools that will allow Publisher to develop and design the TrafficNext Widget for implementation by Publisher on the Publisher Websites. At Publisher's reasonable request, and subject to TrafficNext's prior agreement, TrafficNext may develop, design and distribute, or assist Publisher in developing and designing, the TrafficNext Widget for implementation by Publisher on the Publisher Websites. TrafficNext reserves the right to approve, or require alterations to, any implementation and/or placement of the TrafficNext Widget by Publisher on the Publisher Websites, in each case, in TrafficNext's sole discretion.

Publisher grants TrafficNext the right during the term of this Agreement (i) to interact with the TrafficNext Widget on the Publisher Websites for the purposes of developing and serving advertisements; and (ii) to use Publisher's name and logo when referring to TrafficNext's customers in TrafficNext marketing materials. Publisher further agrees (i) not to take any action that might impede TrafficNext's provision of the TrafficNext; and (ii) to comply with the Federal Trade Commission's Disclosure Guidelines by including an attribution to TrafficNext (in a form that has either been provided by TrafficNext or approved by TrafficNext) or a reference/statement that advertisements/links arising from the TrafficNext Widget are "Sponsored" or "Promoted" or other similar reference (collectively, the "Ad Attribution"). TrafficNext shall have the right to immediately remove the TrafficNext Widget from, or otherwise suspend or terminate the TrafficNext Widget on, the Publisher Websites if Publisher fails to include the Ad Attribution. In addition, Publisher agrees that in order to facilitate maintenance and optimization of the TrafficNext Widget, TrafficNext may at any time during the term of the Agreement conduct tests on how users interact with the Publisher Websites and the TrafficNext Widget.

Publisher agrees that it will not, either by itself or by approving or encouraging others to do so, directly or indirectly: (a) use, post or promote the TrafficNext Widget in association with any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, gambling-related, weapon or ammunition-related, violent, libelous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory (racially, ethnically or otherwise), in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses; (b) engage in any action or practice that disparages or devalues TrafficNext, the TrafficNext Widget, the TrafficNext Network, or the reliability, reputation or goodwill of any of them; (c) modify, change, edit, amend, truncate, alter, bypass or reorder any aspect of the ads on the TrafficNext Widget; (d) conduct any Fraudulent Activity; (e) copy, crawl, index, cache or store any information derived by TrafficNext, or contained in the TrafficNext Widget; or (f) provide TrafficNext any personally identifiable information concerning any user or other person. TrafficNext shall have the right to immediately remove the TrafficNext Widget from, or otherwise suspend or terminate the TrafficNext Widget on, the Publisher Websites if Publisher fails to comply with the foregoing.

Rights to terminate Agreement:

Publisher or TrafficNext has the right to terminate this Agreement upon seventy-two (72) hours written notice to the other party for any or no reason. Upon any such termination, Publisher shall eliminate the TrafficNext Widget from the Publisher Websites and all of the underlying webpages therein.

TrafficNext will be liable for paying for all impressions served and all revenue received until the TrafficNext Widget is removed from all of the Publisher Websites.

Publisher's right to reject individual ads:

TrafficNext shall be exclusively responsible for determining, placing and displaying, in its sole discretion, advertisements on or within the TrafficNext Network and TrafficNext Widget on the Publisher Websites. Notwithstanding the abovementioned, Publisher has the right to request, upon prior written notice, the removal of any individual link to sponsored content that is displayed within the TrafficNext Widget, for any reason. These links will be removed within one (1) business day following TrafficNext's receipt thereof.

Ownership:

Between the parties, TrafficNext owns all intellectual property rights in the TrafficNext Widget and Publisher owns all intellectual property rights in the Publisher Website.

Indemnification:

Publisher will defend, assure, and hold TrafficNext and its affiliates and their respective officers, directors, shareholders, attorneys, representatives, contractors, and employees, and all of their respective successors, heirs, personal representatives and assigns, harmless from and against any and all claims, damages, liabilities, charges, recoveries, judgments, penalties, and costs and expenses (including reasonable attorneys' fees) that may be obtained against, imposed upon or suffered by TrafficNext and/or its affiliates as a result of, arising from or relating to (i) any breach by Publisher of its representations, warranties or covenants contained herein, or (ii) a claim that the Publisher Websites or any of its content violates a third party trademark, trade secret, copyright, patent or privacy right.

Except for that which Publisher indemnifies TrafficNext, TrafficNext agrees to defend, indemnify and hold harmless Publisher and its respective officers, directors, shareholders, attorneys, representatives, contractors, and employees, and their respective successors, heirs, personal representatives and assigns, harmless from and against any and all claims, damages, liabilities, charges, recoveries, judgments, penalties, and costs and expenses (including reasonable attorneys' fees) that may be obtained against, imposed upon or suffered by TrafficNext and/or its affiliates as a result of a third party claim arising from or relating to (i) a claim that the TrafficNext Widget violates a third party trademark, trade secret, copyright or privacy right and/or (ii) any breach by TrafficNext of any statutory or regulatory obligation of any applicable jurisdiction or of any term of this Agreement.

A party claiming indemnification pursuant to this Section 9 (the "Indemnified Party") shall promptly notify the party against whom such indemnification is brought against (the "Indemnifying Party") of any such claim of which it becomes aware and shall: (i) at the Indemnifying Party's expense, provide reasonable support to the Indemnifying Party in connection with the defense or settlement of any such claim, and (ii) at the Indemnified Party's expense, be entitled to participate in the defense of any such claim. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Indemnified Party.

Limitation of Liability:

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND EXCEPT FOR PUBLISHER'S MISAPPROPRIATION OR INFRINGEMENT OF THE TRAFFICNEXT WIDGET OR ANY OTHER INTELLECTUAL PROPERTY OF TRAFFICNEXT, NO PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. IN ADDITION, NO PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR FOR ANY LOST DATA OR CONTENT CAUSED BY ITS RESPECTIVE PRODUCTS, SERVICES OR WEB SITES.

EXCEPT FOR PUBLISHER'S MISAPPROPRIATION OR INFRINGEMENT OF THE TRAFFICNEXT WIDGET OR ANY OTHER INTELLECTUAL PROPERTY OF TRAFFICNEXT, UNDER NO CIRCUMSTANCES SHALL ANY PARTY'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY CLAIMS HEREUNDER, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, INFRINGEMENT OR ANY OTHER LEGAL THEORY, EXCEED $1,000, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE LIMITATION SET FORTH HEREIN LIMIT A PARTY'S RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.

Confidentiality: This Agreement and its terms shall be upheld by the parties in strict confidence, and neither party shall release directly or indirectly any of the terms of this Agreement to any person or entity without the express written consent of the other party, or unless required by law or legal process, provided, however, that the parties specifically accept and agree that this Agreement may be made available to any third party that has executed a nondisclosure agreement on terms consistent with the provisions hereof.

Other Terms:

This Agreement shall be administered by and deduced in accordance with the laws of the State of California. The parties agree that any claims, legal proceedings, or litigation arising in connection with the Agreement will be brought exclusively in the state and federal courts located in Los Angeles, California, and the parties consent to the jurisdiction of such courts.

This Agreement and any rights or obligations hereunder shall not be allocated or passed on without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to an associate or to an acquirer of all or considerably all of such party's assets or voting securities, whether by merger, operation of law or otherwise, without the other party's prior written consent. The rights and obligations of each party hereunder shall inure to the benefit of its respective successors and assigns.

This Agreement constitutes the entire agreement and understanding of the parties in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof. No amendment, addition, modification or waiver of this Agreement shall be binding unless implemented in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Whenever possible each provision of this Agreement shall be deduced in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without cancelling the remainder of such provision or the remaining provisions of this Agreement. This Agreement may be executed in any number of counterparts, including copy or PDF copies thereof, each of which shall be considered to be an original, but all of which together shall constitute one and the same instrument.

Publisher acknowledges and agrees that by clicking on the "I AGREE" button (or similar buttons or links as may be labelled by TrafficNext to show Publisher's acceptance of this Agreement), Publisher is entering into a legally binding contract. Publisher hereby agrees to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Account.

In Witness Whereof, the Publisher has caused this Agreement to be entered into as of the Effective Date set forth below. By clicking on the "I AGREE" button below, the person providing the digital signature below represents and warrants that they are a duly authorized representative of Publisher, with valid authority to enter into and bind the Publisher to this Agreement.