TERMS AND CONDITIONS Monumetric, LLC Terms of Use and Representation Agreement Updated: March 2nd, 2016 Monumetric (“Monumetric”, The Company, “we”, or “our”) is a comprehensive services provider for sites and publishers. We look forward to your (Publisher) participation in our program. This Agreement provides you with the terms and conditions that govern that participation. By using any of Monumetric’s services you are indicating that you agree to all of these terms and conditions (“Terms”) unless otherwise specified in a separate document signed by both parties. Please read this Agreement in its entirety and do not use Monumetric’s services or website if you disagree with any of the terms or conditions. 1 DEFINITIONS. 1. “Company’s Commission” means the amount of Gross Advertising Revenue withheld by Monumetric for their services. 2. “Net Advertising Revenue” means all revenue from Advertisements sold by Company for the Property less agency fees, charge backs, bad debt, brand research fees, refunds and other such offsets. Unless otherwise provided in this Agreement, advertising revenue shall be recognized as and when the associated Advertisements are displayed on the Property. 3. “Property” means your URL and all subdomains of that URL, including any and all webpages appearing at such URL and subdomains, all mobile versions of the same, all enhanced versions of the same, and all future means of communication that utilize that URL or such subdomains of that URL. The parties agree that the Properties may be amended from time to time during the term of the Agreement by email approval to Publisher by an authorized representative of Company delivered to Publisher’s email address provided in this Agreement (or another email address as mutually agreed on by the parties). 4. “Publisher’s Net Revenue” means Net Advertising Revenue less Company’s Commission and Serving Fees. 5. “Serving Fees” means advertisement serving and trafficking fees, advertisement operation fees, advertisement production fees, rich media fees and expenses attributable to the Service. 2. TERM. The term of this Agreement commences on the Effective Date and shall continue on a month-to-month basis (the “Term”) until either party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current Term. If ads remain live after the notice period, the site will be re-activated in our system and another 30 day notice will be required to leave Monumetric. The ad setup for your site must remain the same during this notice period. 3. REPRESENTATION RIGHTS. Publisher grants Company the non-exclusive, worldwide right to represent the Property to Advertisers, negotiate the sale of Advertisements on the Property with Advertisers and sell all Advertisement Inventory on the Property, subject to any minimum rate requirements established by Publisher from time to time. The Company may use third-party advertising companies to serve ads. These companies may use aggregated information (not including name, address, email address or telephone number) about your visitors to this and other Web sites in order to provide advertisements about goods and services of interest to them. The Company may also use industry approved methods to collect such data such as “cookies” and “pixels”. 4. COMPENSATION. Publisher shall be paid the amount of Publisher’s Net Revenue that is generated by Company. In consideration for Company’s services, Company shall be entitled to the Company’s Commission. Company shall pay Publisher’s Net Revenue in U.S. dollars, excluding all applicable sales, use, and other taxes. Publisher shall be responsible for and shall pay any applicable, sales, use or other taxes or duties, tariffs or the like applicable to the Publisher’s Net Revenue. 5. MARKETING/PUBLIC RELATIONS. Each party shall have the right to refer to and promote its business relationship with the other party in a mutually-agreed corporate press release or otherwise. What We Do Monumetric was built to support the most influential people on the web. Monumetric leverages the power of many people with similar goals to create a community that enables each person to reach their potential. We have done this by creating a platform that provides everything a site needs to be successful so they can dedicate their time to creating the great quality content that their readers expect. We offer sites the ability to have their ads professionally managed as well as access to a host of web and social analytics coupled with consulting to help build organic and referral traffic. This saves our sites time and helps them increase their income. Our Obligations to You We know how much time and effort goes into building successful site content and it’s our goal to give you more time to do just that by taking the guesswork and grunt work out of managing a site. By allowing Monumetric to manage your advertising efforts, we can help you optimize your earnings and save you precious time so you can focus on the content that your readers love. We can also help you increase the traffic to your site to help grow your influence and, in turn, your earnings as well. Your Obligations to Monumetric –Your Conduct 1. You agree to keep your posts respectable and authentic and agree to not post objectionable content. 2. You agree to bring any problem or issue you have with Monumetric to our attention and allow us to resolve that item before making it public or sharing it with others. 3. One-Warning Policy : You will be invited to leave after one clear warning if your conduct is abusive, disrespectful or offensive. ( see section 10 ) –Your Representations and Warranties You represent and warrant to Monumetric that: 1. You are authorized to execute this Agreement with Monumetric on behalf of your Property. 2. You agree that the following methods of generating visitor interest are prohibited and may be grounds for immediate termination, in addition to other remedies available to Monumetric: mailing emails to persons other than those persons who have requested to receive such emails (i.e., spamming), use of unsolicited email or inappropriate newsgroup postings, auto-spawning of browsers, or automatic redirecting of visitors, blind text links, misleading links, forced clicks (a person should never be ‘forced’ to click on an Ad Tag because their browser has been hijacked, or because an Ad Tag has been altered so that it is impossible to close without clicking it), or any other method that may lead to artificially high numbers of delivered clicks or views. 3. These Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which you acknowledge. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, access to our community, and recognition and compensation that may arise as a result of using our services. 6. DESCRIPTION OF SERVICES. Monumetric is a full service monetization platform for small to large online publishers. Monumetric will conduct online advertising tag set up for each URL associated and listed in the agreement for the publisher website, billing for and in behalf of the ad network, and payment distribution to the publisher. Additional services may be rendered to the Publisher as noted in Addendum A. 7. MONUMETRIC OBLIGATIONS. DURING THE TERM. 1. Advertising Services. Monumetric shall provide direction and support to Publishers concerning suggested advertising placements in an effort to achieve industry acceptable CPM rates. Monumetric will generate ad tags for each website URL included in the agreement. Monumetric will represent the website to advertisers interested in purchasing inventory on the website. Monumetric shall exercise best judgment in ad placement by restricting advertising to be displayed on a Publisher website that contains unethical messaging or images that may harm the reputation of the Publisher. Publisher must adhere to the Google AdSense Program Policies as described in section 8 of this Agreement. 2. Communications. Monumetric shall adhere to Publisher inquiries within 72 hours of receiving the inquiry. Monumetric is responsible for communicating additional service offerings as noted in Addendum A to the Publisher prior to implementing such services. Monumetric shall generate and share performance reporting via an online dashboard to Publisher once each business day. Any major delay in the dashboard reporting will be communicated to the publisher. It should be noted that daily reporting is not to be interpreted as final earnings as many advertisers will withhold reporting until the end of each calendar month. Monumetric shall communicate any mergers or acquisitions that occur to the Publisher. 3. Terms & Termination. Upon termination of the Publisher agreement, Monumetric shall redirect all unsold Publisher inventory to Publisher’s ad server. Monumetric shall distribute all unpaid revenue to Publisher within ____ days of the termination unless agreement is breached by the Publisher as described in section 10, Terms & Termination. 8. PUBLISHER OBLIGATIONS. DURING THE TERM. 1. Tag Implementation. The Publisher shall implement ad tags in reasonable time and shall keep ad tags in place throughout the length of the Publisher agreement. 2. Communications. The Publisher shall exercise responsibility for notifying Monumetric if they will be removing or altering ad tags. Failure to do so may result in breach of contract as defined in section 10, Terms & Termination. 3. Acceptable Content. The Publisher shall adhere to Google AdSense Program Policies. By agreeing to this agreement, the Publisher is adhering to these policies. Failure to adhere to the Google content policies will result in breach of contract and immediate termination. 9. PAYMENT. In consideration of the obligations to be performed by Publisher under this Agreement, Monumetric agrees to compensate Publisher as follows: 1. All advertisers (or advertising agencies as applicable) shall be directed to make all payments with respect to the sale of Publisher inventory and services directly to Monumetric. Publisher hereby appoints Monumetric as its agent and attorney-in-fact for the purposes of collecting such payments from inventory directly sold through Monumetric. 2. Revenue generated from additional services as described in Addendum A will be paid according to the specified agreements negotiated by the Publisher and Monumetric. 3. All payments due to the Publisher under this agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder, other than any taxes based on Monumetric ‘s net income. 10. TERM & TERMINATION. This Agreement will commence on the date specified in the Online Publisher Ad Serving Agreement and will continue for the term specified therein. Unless otherwise specified in the Agreement, the terms of the Agreement will be automatically renewed thereafter month to month periods provided that a written notice to terminate is not submitted by either party to the other at least thirty (30) days before the end of the current term. Either party may terminate this Agreement at any time upon thirty (30) days’ prior written notice for any material breach by the other party of this Agreement, if the material breach is not cured within the 30-day notice period. Monumetric shall have the right to immediately terminate this Agreement: 1. If the Publisher violates the Google AdSense Program Policies as described in section 8 of this Agreement. 2. If the Publisher edits, changes, manipulates, or otherwise modified any code related to the services provided by Monumetric. 3. If the Publisher is banned for any reason from using Google AdSense or the Google Ad Exchange. 4. If Publisher is participating in arbitrage campaigning or purchasing paid traffic to the site. The Publisher shall have the right to immediately terminate this Agreement: 1. If Monumetric fails to remit payment according to section 9 of this agreement. 2. If Monumetric is unable to produce revenue greater than the publisher was generating on their own prior to joining Monumetric. *Process to adhere to this point will require an audit from Monumetric to verify the documentation of prior earnings of similar quarter performance. If the Publisher pulls ad tags prior to or during the 30-day notice period the Publisher will be charged an additional $0.20 eCPM termination fee on publisher’s last 60 days’ performance. (Total Impressions/1000) * .20 = Fee After the 30-day notice period has expired, the Publisher has 7 days to remove their ad tags unless otherwise communicated. If after 7 days the ad tags are still live on the site – Monumetric will assume the Publisher wants to continue their agreement with Monumetric and the Publisher’s account will be set back to “active”. If the publisher wants to later terminate this agreement – they must submit another 30-Day Notice to Monumetric. Upon any termination or expiration of this Agreement, the following shall occur: 1. Monumetric and Publisher shall promptly remove all Advertising and related tags and code and any Monumetric identification and links from the Publisher Properties. 2. Following such termination or expiration, Monumetric shall remit final outstanding revenue less any termination fees incurred to the Publisher according to the terms outlined in section 7.3 of this Agreement. 11. PROPEL PROGRAM REQUIREMENTS In accordance with this agreement, all those who choose to participate in the Propel Program and pay the Propel Program activation fee will be will be entitled to full membership benefits including: i. implementation of ads, ii. access to the core Online Training Program courses; iii. influencer opportunities and iv. future discounts or opportunities. As a member of the Propel program, the publisher agrees to: i. maintain 6 Monumetric display ads on site at all times, consisting of two 728×90 leaderboards and four 300×250 medium rectangles (with at least one ATF ad) ; ii. allow Flight 2.0 or current Monumetric mobile solution to run on their site (unless in a contract with another mobile provider prior to joining Propel), iii.a. create no new contracts with external ad providers for more than 2 additional display ads; iii.b. inform Monumetric of any request for new ad partners; iv. allow Monumetric the right to place in-image ads on their website when going live with Propel. If a publisher is denied by any advertising partner and/or Monumetric is unable to successfully implement ads on the publisher’s site; a publisher may i. request a full refund of the Propel Program activation fee and shall lose all rights and access to the Online Training Program; or ii. the publisher may request a $25 refund and maintain access to Online Training Program. The publisher is considered an official member of Monumetric, if a publisher is approved by all ad providers, ads are successfully implemented on their site, and goes live. Once a publisher’s site is live, they will have a trial period of 7 days to leave the network. If a publisher chooses to leave during this time, they will be refunded no more than 50% of the paid Propel Activation fee (to cover costs incurred by Monumetric during implementation) and shall lose all rights and access to the Online Training Program. If a publisher leaves after 7 days live with Monumetric, no refund will be granted and they shall lose all rights and access to the Online Training Program after 30 days. A 30-day notice is required before leaving Monumetric. Failure to give notice will result in an early termination fee, as discussed in section 10. Terms & Termination. When a Propel site reaches a count of 80,000 monthly page views or higher for two consecutive months, it will qualify for graduation into the Ascend program. Upon graduation, the publisher will be released from the obligations within this section (11. Propel Program Requirements). 12. CONFIDENTIALITY. During the Term of this Agreement and for a two (2) year period thereafter, Publisher will agree not to disclose any confidential or proprietary information Monumetric provides to Publisher or Publisher otherwise obtains about Monumetric during the course of this Agreement. Such information includes, but is not limited to, (i) all Monumetric technology, technical specifications, reporting, and sales materials, (ii) information and data regarding advertisers, advertising buys, and financial performance of Monumetric, and (iii) all of which shall belong exclusively to Monumetric. 13. LICENSING THE PUBLISHER GRANTS TO MONUMETRIC. 1. A worldwide, transferable, royalty-free license to link to the Monumetric Webpage and to serve Advertising into the Monumetric Ad Network for the permitted uses set forth in this Agreement. 2. The right to use the Publisher’s name, likeness, photograph, and biographical material in connection with all permitted uses set forth in this Agreement. The Publisher shall be credited at all times as the Publisher of the materials used in connection with all permitted uses by Monumetric. Except as expressly set forth in this Agreement, neither party grants the other party any other licenses to its content, proprietary materials, and intellectual property, including all copyrights, trademarks, trade names, service marks, and patents, and all such rights are reserved. 14. REPRESENTATIONS & WARRANTIES. Each party represents and warrants to the other party that: 1. Such party has the right, power and authority to enter into this Agreement and perform its obligations as set forth herein, and there are no agreements or arrangements, written or oral, that would be breached upon the respective party’s execution or performance of this Agreement, that would restrict, interfere or conflict with the respective party’s obligations under this Agreement, or that would diminish the other party’s rights granted under this Agreement. 2. Each party shall comply with all the terms, conditions, obligations and restrictions in this Agreement, and with all applicable laws, rules and regulations with respect to its performance under this Agreement. 15. INDEMNIFICATION. Each party shall defend, indemnify and hold harmless the other party, its affiliates, employees, successors and assigns, against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs) (collectively, “Claims”), caused by or arising out of such party’s breach of its covenants, representations and warranties under this Agreement. The indemnified party shall promptly notify the other party of any Claims for which it is seeking indemnification, the indemnifying party shall have the right to control the defense and settlement of any such claims and the indemnified party shall reasonably cooperate therewith. © 2015 ~ Monumetric Terms & Conditions