THIS AGREEMENT GOVERNS PUBLISHER’S PARTICIPATION IN SAY Media’S AD PLATFORM PROGRAM (THE “PROGRAM”). PLEASE READ IT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND COMPLETING THE REGISTRATION PROCESS. NOTE: PARTICIPATION IN THE PROGRAM IS SUBJECT TO REVIEW AND ACCEPTANCE OF PUBLISHER’S REGISTRATION APPLICATION BY SAY MEDIA IN SAY MEDIA’S SOLE DISCRETION.

1. Program Participation Generally.
   1.1 Certain Definitions. For purposes of this Agreement, “Ad” means each advertisement delivered by SAY Media to a Publisher Site. “Impression“ means the display of any Ad, or engagement or other interaction with any Ad, as determined by SAY Media. "Publisher" means, collectively, the party registering with SAY Media to participate in the Program and any affiliate, agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. “Publisher Site” means websites, webpages, blogs, widgets, applications or other technology or platforms (e.g. mobile) that Publisher makes available to users. “Publisher Site” also includes third party websites, networks or other platforms where Publisher has permission to deliver Ads to such sites (“Publisher Partner Sites”). “SAY Media Platform” means the technology, software and supporting materials that enable the delivery of Ads to Publisher Sites.
   1.2 Acceptance and Multiple Accounts. As stated above, participation in the Program is subject to SAY Media’s prior approval. SAY Media reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. Publisher shall not maintain multiple accounts with SAY Media unless expressly authorized in writing by SAY Media.
   1.3 Registration Information and Authority. Publisher represents that all of the information given by it to SAY Media is true, accurate and correct. Publisher further represents that it is the owner, or legally authorized to act on behalf of the owner, of the Publisher Sites for the purposes of this Agreement and that Publisher has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of Publisher hereunder. 1.4 Other Opportunities. In addition to the activities described in this Agreement, SAY Media may offer Publisher the opportunity to participate in other programs from time to time (e.g. content development and syndication programs). The terms and conditions of such participation will be set forth in an Insertion Order or other amendment referencing this Agreement (each, an “Order Form”) and will be deemed governed by the terms of this Agreement automatically.
   
   
2. 2. Implementation and Operation of Ads and Other Programs.
   2.1 SAY Media Specifications. Publisher will implement the SAY Media Platform and comply with the specifications provided by SAY Media from time to time to enable proper delivery, display, tracking, and reporting of Ads in connection with the Publisher Sites or any other activities described in an Order Form, including compliance with any integration requirements and placement guidelines provided by SAY Media from time to time (collectively, “SAY Media Specifications”).
   2.2 Ad Display. SAY Media will deliver the Ads through the SAY Media Platform in the format(s) offered by SAY Media from time to time. SAY Media may modify the content, navigation, presentation or any other aspect of an Ad solely for the purpose of enabling Ad delivery and display in accordance with SAY Media Specifications. SAY Media may decline to deliver any Ad(s) to any Publisher Site for any reason in its discretion.
   2.3 Alcohol and Other Advertising. Publisher acknowledges that the Program includes alcohol advertising and that Publisher may opt-out of receipt of such advertising. In addition, SAY Media may provide other content-specific opt-outs. Publisher is responsible for maintaining its opt-in/out status concerning content-specific alternatives provided by SAY Media.
   
   
3. Use of SAY Media Services.
   3.1 Publisher Sites. Publisher shall ensure that Ads are always displayed properly to users of the Publisher Sites. Specifically and without limiting the foregoing, Publisher shall ensure that Ads are displayed on the Publisher Sites only in accordance with the SAY Media Specifications. Publisher shall not use the SAY Media Platform for any purpose other than enabling the delivery of Ads to the Publisher Sites.
   3.2 Content & Compliance of Publisher Sites. Publisher is solely responsible for all aspects of the operation of the Publisher Sites. Without limiting the foregoing, Publisher shall not: (a) include any content in any Publisher Site that is illegal, offensive, pornographic, hate-related, violent, or that would otherwise reflect badly on SAY Media or its advertisers; (b) infringe, violate or misappropriate any third party right, including without limitation any intellectual property right, privacy right or rights of publicity; (c) operate in any manner that violates any law, statute, ordinance or regulation (including without limitation any relevant data protection or privacy laws); or (d) operate in any manner that violates any agreement concerning any Publisher Partner Site (including any violation of the Terms of Service of any Publisher Partner Site). Specifically and without limiting the foregoing,, Publisher shall maintain a privacy policy that complies with all applicable laws and informs users about third party collection of information, including use of cookies and/or web beacons by advertisers and advertising networks such as SAY Media.
   3.3 Ad Display. Publisher must display each Ad in the form and format delivered by SAY Media without modification. Publisher shall not (shall not authorize or encourage any third party to): (a) edit, modify or otherwise alter any Ad or the information or interactive experience contained in any Ad; (b) bypass or filter any Ad; or (c) frame, minimize or otherwise inhibit the full and complete display of any Ad content including any interactive experience (e.g. takeover experience) generated by an Ad. Publisher shall ensure any link contained in an Ad leads to the applicable an advertiser-designated web page ("Advertiser Page"). Publisher shall not redirect a user away from any Advertiser Page, intersperse any content between the Ad and the Advertiser Page, or otherwise interfere with link from an Ad to an Advertiser Page.
   3.4 Manipulation of Impression Count. Publisher shall not (and shall not authorize or encourage any third party to) generate Impressions, directly or indirectly, through any automated, deceptive, fraudulent or other invalid means. “Invalid means” includes, without limitation, Impressions: (i) originating from Publisher IP addresses or computers under Publisher’s control, (ii) solicited by unauthorized payment of money, false representation, or any illegal or otherwise invalid request for users to view, engage with or interact with Ads; or (iii) otherwise acquired in violation of this Agreement.
   3.5 Monitoring and Suspension. Publisher acknowledges that SAY Media may monitor Publisher Sites for compliance with the terms of this Agreement. SAY Media may immediately suspend Publisher’s participation in the Program and withhold any payments pending investigation of any potential violation of the terms of this Agreement.
   3.6 No Guarantee. SAY Media makes no guarantee regarding the number or level of Impressions, the timing of delivery of such Impressions or the amount of any payment to be made to Publisher under this Agreement. Publisher acknowledges that SAY Media has no control over (and is merely a passive conduit with respect to) any content contained in any Ad.
   
   
4. Information, Targeting and Privacy Policy
   4.1 Site Information. SAY Media may collect and use the anonymous demographics, statistics and other information derived from the provision of the services to the Publisher Sites (“Service Derived Data”) for its internal purposes, including analyzing and improving the services it offers.
   4.2 Targeting and User Information. In order to assist SAY Media in more effectively targeting Ads, Publisher may agree to provide anonymous, demographic information to SAY Media concerning viewers of Ads. Such information may include, for example, gender, declared user interests, content choices, etc. (collectively “User Information”). If User Information is provided to SAY Media by Publisher, SAY Media will use the User Information only in connection with its products or services and only in compliance with SAY Media’s privacy policy. Publisher will only disclose User Information that it is entitled to provide, with the understanding that SAY Media will use such information in the provision of its products and services throughout its network.
   4.3 Collection from Users. Publisher acknowledges that SAY Media may place cookies (including session, persistent and “flash” cookies), web-beacons or other tracking technology on the computer of an user who is displayed, views or interacts with an Ad to track Impressions and develop and enhance user profiles to more effectively target Ad placements throughout SAY Media’s network. In addition, Publisher acknowledges that advertisers or their agencies may also collect user information through tracking technology or other means in conjunction with any Ad (“Ad Derived Data”). Any collection and use of information by an advertiser or their agencies is subject to the terms of the privacy policy of the applicable advertiser and/or agency.
   4.4 Ad Derived Data. Publisher shall not analyze or attempt to derive any information contained in any cookie or other tracking technology used by SAY Media or the applicable advertiser/agency to collect information about users.
   
   
5. Licenses & Intellectual Property Rights.
   5.1 SAY Media License.
   a. Subject to the terms of this Agreement, SAY Media grants Publisher a nonexclusive, revocable, worldwide license to display Ads on Publisher Sites through the SAY Media Platform solely in accordance with the terms of this Agreement. SAY Media reserves all other rights in the Ads and the SAY Media Platform. As between the parties, SAY Media owns all right, title and interest in and to all Ads, the SAY Media Platform, the Program, Service Derived Data, Ad Derived Data, SAY Media’s Confidential Information and all underlying intellectual property rights (collectively, “SAY Media Property”).
   b. Except as otherwise explicitly permitted under this Agreement, Publisher shall not copy, modify, distribute or display, or decompile, reverse engineer or disassemble any SAY Media Property. In addition, Publisher shall not create or attempt to create a substitute or similar service or product through use of or access to any SAY Media Property. Publisher shall not analyze or attempt to derive any information from the operation of the SAY Media Platform by sniffing, redirection or caching of data sent to or from the SAY Media Platform or any other means. Publisher shall not remove, obscure, or alter SAY Media's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any aspect of any SAY Media Property.
   5.2 Publisher Content License. In the event Publisher provides any images, writings or other content (“Publisher Content”) in connection with any program offered by SAY Media and further described in an Order Form, then the following terms will apply:
   a. If Publisher provides Publisher Content in the form of “Licensed Content” (as indicated on the applicable Order Form), then Publisher hereby grants to SAY Media a non-exclusive, royalty-free, world-wide, perpetual license to use, distribute and create and distribute derivative works from, any Publisher Content created or submitted by Publisher or a Publisher Partner Site and/or any of the users of such sites, including the right to distribute such Publisher Content within Ads. Publisher will ensure that the applicable Publisher Site or Publisher Partner Site includes Terms of Service that provide a license from its end users as needed to comply with this Section.
   b. If Publisher provides Publisher Content as a “Work for Hire” (as indicated on the applicable Order Form), then Publisher agrees that such Deliverable will be deemed “work made for hire” pursuant to United States copyright laws and all right, title and interest in and to such Publisher Content, including all intellectual property rights therein, will irrevocably transfer to and vest in SAY Media. To the extent such work is not deemed a “work-for-hire” by law, Publisher hereby assigns to SAY Media all right, title and interest, including without limitation all copyrights, all other intellectual property rights, and waives all moral rights, in and to such Publisher Content.
   c. Publisher will provide Publisher Content in the form and format reasonable requested by SAY Media. SAY Media may reject any Publisher Content in its discretion, in which case, Publisher will retain all right, title and interest in and to such Publisher Content and the terms of subsections (a) and (b) above will not apply.
   5.3 Trademarks. Each party grants the other a non-exclusive license to use the other’s corporate name and corporate logo for marketing purposes only. In the case of SAY Media, SAY Media will use Publisher’s name and logo only to identify Publisher as a participant in the Program. In the case of Publisher, Publisher will use SAY Media’s name and logo to identify Publisher as a user of SAY Media services. Each party will use the other’s trademarks only as described in this Section and always in accordance with such party’s usage guidelines provided from time to time. Either party may review use of its trademarks by the other party on request. Each party shall retain all right, title and interest in and to each of their respective trademarks and any good will associated with the use of such trademarks by the other party shall inure to the benefit of the owner of such mark. The terms of this Section include the right to name Publisher in a SAY Media press release.
   
   
6. Payment.
   6.1 Payments. Publisher shall receive a monthly payment based on the number of valid Impressions displayed in connection with Publisher Sites based on SAY Media’s then current-rates. The payments made under this Agreement will be made to Publisher only and SAY Media will not be required to recognize any other payee unless expressly authorized in writing by SAY Media.
   6.2 Frequency. Payments to Publisher shall be sent by SAY Media within approximately sixty (60) days after the end of each applicable calendar month.
   6.3 Limitations. SAY Media shall not be liable for any payment based on: (a) any Impression obtained in violation of this Agreement (or Impressions co-mingled with a significant number of invalid Impressions); (b) Ads delivered to users whose browsers have JavaScript, cookies or Adobe Flash disabled; (c) Ads delivered for the benefit of charitable organizations and other placeholder or transparent Ads that SAY Media may deliver, unless otherwise agreed in writing by SAY Media; (d) SAY Media advertisements for its own products and/or services. SAY Media reserves the right to decline payment due to any of the foregoing or any breach of this Agreement by Publisher. SAY Media may also decline payment where an Advertiser withholds or defaults on payment for the display of Ads in connection with any Publisher Site.
   6.4 Payment Information. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher’s account. This information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9 or such other information as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.
   6.5 Minimums. SAY Media will not send Publisher a payment if the amount owed to Publisher is less than $100; provided, however, that any such amounts shall be rolled forward until such time as the payments due Publisher for the applicable month exceed $100. If the Agreement is terminated, SAY Media shall pay Publisher its earned balance within approximately one-hundred and twenty (120) days of such termination.
   6.6 Taxes. Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with Publisher participation in the Program.
   6.7 Pricing Changes, Disputes and Records. SAY Media may change its billing, pricing and/or payment structure at any time provided; however, that SAY Media shall use commercially reasonable efforts to notify Publisher in advance of any such change. If Publisher disputes any payment made under the Program, Publisher must notify SAY Media in writing within thirty (30) days of any such payment. Failure to report a dispute within the thirty (30) day period shall result in the waiver by Publisher of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by SAY Media. No other measurements or statistics of any kind shall be accepted by SAY Media or have any effect under this Agreement.
   
   
7. Termination; Cancellation.
   This Agreement shall continue until terminated in writing by either party. Upon termination, Publisher must cease use of the SAY Media Property on all Publisher Sites and each party must cease use of the other party’s trademarks and other materials provided under this Agreement. This Section and the following Sections will survive any termination of this Agreement: Section 1.1 (Certain Definitions), Section 1.3 (Registration and Authority), Section 3.2 (Content and Compliance), Section 3.6 (No Guarantee), Section 4 (Information, Targeting and Privacy Policy), Section 5.2 (Restrictions), Section 6 (Payments), Section 8 (Confidentiality), Section 9 (Indemnity), Section 10 (No Warranty), Section 11 (Limitation of Liability), and Section 12 (Miscellaneous).
   
   
8. Confidentiality.
   Each party agrees not to disclose the other party’s Confidential Information without the disclosing party’s prior written consent. SAY Media’s "Confidential Information" includes, without limitation: (a) the SAY Media Platform and any other materials relating to the Program; (b) Service Derived Data and Ad Derived Data; (c) Impression rates or other statistics relating to Publisher Site performance in the Program provided to Publisher by SAY Media (provided that Publisher may disclose such information to Publisher Partner Sites that are also subject to similar confidentiality obligations); and (d) any other information designated in writing by SAY Media as "Confidential" or an equivalent designation. Confidential Information does not include information that: (i) has become publicly known through no breach by the receiving party; (ii) has been independently developed without use of the disclosing party’s Confidential Information as proven by credible evidence; (ii) has been received from a third party without breach of a confidentiality obligation. Either party may disclose Confidential Information in response to valid legal process, such as subpoenas, search warrants, court orders and other demands, or to establish or exercise its legal rights or defend against legal claims.
   
   
9. Indemnity.
   9.1 Publisher Indemnification. Publisher agrees to indemnify, defend and hold SAY Media, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (collectively, "SAY Media Indemnified Parties") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any SAY Media Indemnified Parties, directly arising out of or related to any claim arising from Publisher’s alleged or actual breach of any terms of this Agreement, including without limitation: (a) any violation of any third party rights, including intellectual property rights, privacy right or rights of publicity, in connection with any Publisher Site, Publisher Partner Site or Publisher Content; (b) any violation of any applicable law and (c) any violation of any agreement concerning a Publisher Partner Site.
   9.2 SAY Media Indemnification. . SAY Media agrees to indemnify, defend and hold Publisher its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (collectively "Publisher Indemnified Parties") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Publisher Indemnified Parties, directly arising out of or related to any claim that the content of an Ad violates any third party rights, including intellectual property rights; provided that, SAY Media’s obligations under this Section are expressly limited to the indemnification protection SAY Media receives from the applicable advertiser or other entity that provided the Ad to SAY Media and SAY Media shall have no liability or obligation under this Section or otherwise in excess of the indemnification protection provided by the applicable advertiser or other entity.
   9.3 Conditions of Indemnification. A party entitled to indemnification under this Agreement (the “Indemnified Party”) may tender a claim to the other party (the “Indemnifying Party”) by promptly notifying the Indemnifying Party of the claim after first receiving written notice of the claim, providing all information in its possession relating to the claim, and reasonably cooperating, at the Indemnifying Party’s expense, with the Indemnifying Party’s efforts to defend the claim. The Indemnifying Party will promptly assume the defense of the claim at its own expense, and will pay all costs associated with the defense, including attorneys’ fees. The Indemnifying Party will have full control over such defense, including any settlement discussions or agreement.
   
   
10. Mutual Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EACH PARTY EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. SAY Media SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS OR ANY INFORMATION COLLECTION BY ADVERTISERS OR THEIR AGENCIES IN CONNECTION WHETHER THROUGH AN AD OR ON A REDIRECTED WEBSITE.
    
    
11. Mutual Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY SAY Media TO PUBLISHER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
    
    
12. Miscellaneous.
    12.1 Governing Law/Jurisdiction. This Agreement shall be governed by, and interpreted in accordance with, the laws of the United States of America and the laws of the State of California, without reference to conflict of laws principles. The parties specifically exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from application to this Agreement. In the event of a dispute, each party submits itself to the exclusive jurisdiction of the state and Federal courts located in San Francisco County, California.
    12.2 Assignment. Publisher may not assign this Agreement without the prior written consent of SAY Media.
    12.3 Partial Invalidity. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
    12.4 Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless such amendment or waiver is made in writing and signed by the party to be charged.
    12.5 Independent Contractors. The relationship of SAY Media and Publisher established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or allow either party to create or assume any obligation on behalf of the other party. All financial obligations associated with a party’s business are the sole responsibility of such party.
    12.6 Force Majeure. Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
    12.7 Entire Agreement. The terms and conditions herein, along with any terms relating to each specific placement, constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.
    
    

Effective: July 1, 2011