Terms of Service

TERMS AND CONDITIONS

This Advertiser Services Agreement ("ASA") is entered into by and between GX Digital Media ("COMPANY”) and PUBLISHER (individually
referred to as “Party”, and collectively as “Parties”) for the mutual promises contained herein and other good and valuable consideration,
receipt and adequacy of which are hereby acknowledged. COMPANY and PUBLISHER agree to be legally bound as follows:

1) Definitions
“Ad Opportunity” is defined as a server request from the Publisher for an ad impression to be served.
“Ad Impression” is defined as a counted ad which is served to the user and counted within the COMPANY Platform. “Inventory Sell Rate” is
defined as the calculation of total ‘Ad Impressions’ divided by total ‘Ad Opportunities’. “Ad Revenue” will be based on Ad Impressions
served in COMPANY Platform at the Pricing Model

2) COMPANY Responsibilities
a) COMPANY shall be a third-party advertising sales and service provider to Publisher (“Advertising Services”). The term
“Advertising” includes, but is not limited to, video, display and mobile advertising
b) COMPANY shall use commercially reasonable efforts to sell Advertising, it being understood and agreed that all Advertising is
provided on a non-guaranteed, as-available basis.
c) License to Video Player and Content. COMPANY grants to Publisher a non-exclusive, non-sublicensable, non-transferable
license during the Term to: (i) install, deploy, publish and use COMPANY’s media software player (the “Video Player”) in object code form
worldwide for the purpose of displaying certain video segments, images, text, descriptions, metadata and other content owned by
COMPANY or third parties and provided to Company hereunder (the “Content”) and Advertising (as defined below); and (ii) display and
perform the Content through the Video Player (collectively, the “Provider Service”).
d) Compliance with Laws. COMPANY represents and warrants that its performance of this Agreement and the Content shall at all
times comply with all applicable laws, rules and regulations and that it has obtained all consents, licenses and approvals necessary to
operate its business.
e) Company Platforms. COMPANY acknowledges and agrees that Publisher may publish, display, perform, use and exploit the
Video Player on Publisher’s current platforms and any additional digital or electronic formats and platforms as they are made available
(the “Publisher Platforms”).
f) Delivery. The Parties shall determine a mutually agreeable method to incorporate the Video Player with the Publisher
Platforms.

3) Publisher’s Responsibilities
a) Publisher shall integrate the COMPANY Advertising technology platform (the “COMPANY Platform”) according to COMPANYprovided
specifications and reasonably accepted industry standards.
b) Publisher is solely responsible for providing, at its own expense, content, development, marketing and technical support for the
Publisher Properties or Publisher content, except with respect to advertisements. Publisher is solely responsible for all editorial aspects of
the Publisher Properties, and COMPANY has no right to control any aspects of the Publisher Properties.
c) Publisher agrees not to place creatives on blank or invisible web pages or on web pages with no content or in any way
deceptive to the visitor.
d) Publisher will provide COMPANY with prior written notice regarding any new website domain sources for which they will be
providing traffic.
e) Publisher shall not attempt to reverse engineer, decompile or dissemble the COMPANY video management technology. When
Publisher receives code from COMPANY, Publisher agrees to not alter the code in any way without the prior written permission of
COMPANY.

4) Pay-out to Publisher and Fees
a) For all Advertising sold by COMPANY on the Publisher Properties, COMPANY shall pay the Publisher a flat rate CPM, defined on the first page of this agreement for Ad Impressions, calculated by COMPANY Ad Server for the Publisher. COMPANY adjustments to revenue pay-out could include, but is not limited to costs associated with credit card fraud, advertising clawbacks, fraudulent impressions, origin and quality of the traffic, and accuracy and completeness of information required for campaign tracking. If any traffic relating to Publisher’s website is found to be invalid, misrepresentative or otherwise fraudulent in nature, COMPANY reserves the right to (i) withhold any or all revenues due to the Publisher or (ii) obtain a refund of prior payments (or any portion thereof) made to Publisher, in each case, notwithstanding any contract term, course of dealing or understanding to the contrary. In the event that adjustments occur, the publisher will not be guaranteed the CPM rate defined on the first page of this Agreement or any subsequent CPM rate changes sent by COMPANY via email.

5) Billing & Payment
a.) As specified on the cover page, after the end of each calendar month during the Term, COMPANY will remit payment for the applicable reporting period within the payment period based upon the reported ad revenue by COMPANY, the applicable ad network, and/or advertiser, if the monthly payment exceeds one hundred (100) U.S. Dollars. If the monthly payment does not exceed one hundred (100) U.S. Dollars, COMPANY shall withhold payment until such time when total payment owed to Publisher exceeds one hundred (100) U.S. Dollars. Payments shall be made by ACH transfer to a bank account designated by Publisher. Payment below five hundred (500) U.S. Dollars shall be made by Paypal
b.) COMPANY pays solely based off Ad Impressions reported by the COMPANY Ad Server.
c.) COMPANY in no way promises 100% ‘Inventory Sell Rate’ for an Ad Opportunity sent to COMPANY by Publisher. For avoidance of any doubt, Publisher acknowledges and agrees that not all ad opportunities provided by Publisher will be filled with an Ad Impression from COMPANY and therefore there is no guarantee that there will be revenue generated for every Ad Opportunities provided by Publisher.
d.) Audit – Each Party shall keep accurate books of account and records relevant to the determination of the amounts due to the other Party under this Agreement. Not more than once annually during the Term and for the period of one (1) year following the end of the Term, either Party or its representatives upon at least thirty (30) days' prior written notice to the other shall have the right, during normal business hours to examine and verify the other Party’s books of accounts and records, at its own expense, related to the determination of the amounts due under this Agreement. If such audit reveals that a Party has been underpaid, the other Party shall promptly pay all amounts due and owing unless there is a good faith dispute with respect to the findings of such audit. If an audit conclusively reveals that the amounts due have been underpaid by ten percent (10%) or more, the underpaying Party shall bear all reasonable costs, fees and expense, incurred in connection with such audit up to US $5,000.

6) Term & Termination
Either Party may terminate this Agreement at any time, for any reason, by giving forty-eight (48) hour written notice to the other Party, unless a shorter termination notice is agreed to by the parties and reflected on the Cover Page. Any notice, report, approval or consent required or permitted under this Agreement will be in writing to the address specified on the Cover Page of the IO, or other address as may be updated by either Party in writing from time to time. Company may suspend provision of the Service and/or terminate this Agreement in whole or in part immediately, without further responsibility to Publisher, with written notice, upon any breach of this Agreement by Publisher. Upon termination: (i) each Party shall immediately cease any action or representation that would suggest any continuing relationship between the Parties regarding the Service; (ii) the Indemnity, Limitation of Liability and Confidentiality provisions in sections of this Agreement shall survive and continue in full force and effect.

7) Confidentiality
This Agreement and any correspondence or other communication conducted in connection therewith shall be treated as confidential. Publisher shall not make any public announcement or issue any press release regarding this Agreement without written authorization by COMPANY. The terms of this Agreement (including the pricing terms), and the information and data that one party (“Receiving Party”) has received or will receive from the other party (“Disclosing Party”) about the Service and other matters are proprietary and confidential information including without limitation any information that is marked as “confidential” or should reasonably be understood to be confidential or proprietary to the Disclosing Party. Receiving Party agrees that during the Term of this Agreement and for two (2) years thereafter, Receiving Party will not disclose the confidential information to any third party, nor use the confidential information for any purpose not permitted under this Agreement. The above-referenced nondisclosure obligations shall not apply to information that Receiving Party can document is generally available to the public (other than through breach of this Agreement) or was already lawfully in Receiving Party’s possession at the time of receipt of the information from the Disclosing Party. Notwithstanding the foregoing, Receiving
Party may disclose confidential information in response to a valid order by a court or other governmental body, as otherwise required by law or as necessary to establish the rights of either party under this Agreement, so long as prior to such disclosure, Receiving Party provides Disclosing Party with sufficient notice to permit Disclosing Party the opportunity to seek a protective order, and in the absence of a protective order, Receiving Party uses reasonable efforts to seek confidential treatment for the disclosed confidential information, and discloses only that portion of the confidential information that its counsel advises is legally required to be disclosed.

8) Representations & Warranties
a) Each Party represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) its execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a Party; (iii) this Agreement will constitute the legal, valid and binding obligation of such Party when executed and delivered; and (iv) any and all activities it undertakes in connection with this Agreement will be performed in compliance with all applicable laws, rules and regulations.
b) Either party agrees to allow the other party to use its logo, brand, trade and service marks for promotional and marketing purposes. A request for the use of such assets shall be at no charge to either party.
c) Publisher represents and warrants that (i) its use of technology (“Intellectual Property”) and any other intellectual property used by the Publisher does not require the consent of any other entity; (ii) the Intellectual Property is owned exclusively by the Publisher, free and clear of any attachments, liens, encumbrances, or adverse claims; and (iii) neither the Publisher’s present or contemplated activities, products, or services infringe, misappropriate, dilute, impair, or constitute unfair competition with respect to any patent, trade name, trademark, copyright or other proprietary rights of others.
d) Publisher represents and warrants that all content, products, and services on its web site are legal to distribute and that it owns or has the legal right to use any and all copyrighted material.

9) Use of Property – Publisher hereby represents, warrants and covenants that (i) use of the property by COMPANY or any of COMPANY’s advertisers will not infringe upon any third Party intellectual property rights including, without limitation, United States or foreign trademarks, patents, copyrights, rights of publicity, moral rights, music performance, or other music-related rights or any other third-Party right, (ii) the Property does not and will not contain any content which violates any applicable law or regulation, and (iii) it has all necessary rights and authority to enter into this Agreement and place Advertisements on the Publisher Property.

10) Quality Assurance – Publisher shall maintain the Publisher Properties to meet at minimum, industry standards. Publisher acknowledges that COMPANY has no responsibility to review the content of the Publisher Properties. The Publisher Properties shall not contain, or contain links to, content promoting the use of illegal substances, pornography, content promoting illegal activity, racism, hate, “spam,” mail fraud, pyramid schemes, or investment properties or advice, not permitted by law; or content that is libelous, defamatory, contrary to public policy, or otherwise unlawful and shall be of a quality and design that allows COMPANY the opportunity to maximize its representation of the Publisher Properties.

11) Warranty Disclaimer – EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, NETWORK FAILURES, THIRD-PARTY AD SERVING DIFFICULTIES, SOFTWARE PROGRAMS, SERVICES PROVIDED HEREUNDER, OR ANY OUTPUT OR RESULTS THEREOF. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SUITABILITY, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

12) Indemnification –
a) Publisher hereby agrees to indemnify, defend and hold harmless COMPANY and its officers, directors, agents, affiliates and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright, trademark, patent, trade secret or intellectual property infringement or
other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Properties (except for advertisements supplied by COMPANY); (b) arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with COMPANY; (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Properties (other than through an advertisement supplied by COMPANY); or (d) arising out of any claim regarding invalid traffic, click fraud or misrepresentative traffic originating from Publisher Properties.
b) COMPANY hereby agrees to indemnify, defend, and hold harmless Publishers and its officers, directors, members, managers, agents and employees from all third party claims, actions, liabilities, losses, damages, expenses, and costs that may at any time be incurred by any of them by reason of any claims, suits or proceedings for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statue, ordinance, rule or regulation, which arise from or which is or are proximately caused by COMPANY and which arise from or which are proximately related to this Agreement and the services rendered to Publisher by COMPANY.
c) COMPANY will not be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the COMPANY Platform or websites due to systems failures or other technological failures of COMPANY or of the Internet; (b) delays in delivery and/or non-delivery of creative, including, without limitation, difficulties with a customer or creative, difficulties with a third-party server, or electronic malfunction; (c) errors in content or omissions in any creative; and (d) trafficking errors.

13) Limitation of Liability –
a) In no event will either Party be liable to the other for any incidental, special, indirect, punitive, exemplary or consequential damages, including without limitation, loss of profits, revenue, business or goodwill, whether in an action in contract, tort (including negligence and strict liability) or otherwise, even if that Party has been advised or knew of the possibility of such damages. The foregoing limitation of liability and disclaimer of damages shall apply even if any remedy hereunder shall fail of its essential purpose. The foregoing limitation shall not apply, however, (i) with respect to damages caused by a Party's breach of Confidentiality, (ii) with respect to damages caused by a Party's gross negligence, wilful misconduct or intentional breach of this agreement; or (iii) to damages resulting from personal injury or property damage caused by an act or omission of a Party. In the event of any breach of this Agreement by COMPANY, or of any losses or injuries to Publisher arising out of this Agreement, the total cumulative liability for COMPANY for such breaches, losses, and injuries will be the lesser of the actual value of the damages or losses caused to Publisher or the total amount paid by COMPANY under this Agreement during the preceding ninety (90) day period.

14) Miscellaneous
a) Independent Contractor Relationship – The Parties are independent contractors, and no agency, partnership, or other form of joint enterprise or employment relationship is intended or created by this Agreement.
b) Compliance with Laws – Each Party shall comply with all applicable laws, enactments, orders, regulations, standards and other similar instruments that relate to the performance of its business.
c) Governing Law; Jurisdiction – . The laws of the Province of England shall govern this Agreement and all Orders, without regard for the conflict of law principles thereof. The Courts of England, United Kingdom shall be the sole venue to hear controversies arising from or related to this Agreement, and each party consents to the personal jurisdiction of those courts.
d) Counterparts - This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which shall constitute one and the same Agreement.
e) Severability – In the event any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of this Agreement will remain in full force and effect.
f) No Strict Construction – The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual interest, and no rule of strict construction will be applied against either Party hereto.
g) Entire Agreement – This Agreement with all exhibits hereto constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements, representations or understandings relating thereto.
h) Amendment – This Agreement may not be amended, terminated or waived orally. Any amendment or waiver hereof must be in writing and signed by the Party against whom the amendment or waiver is charged except for modifications to Publisher pay-outs, which may be made through email confirmations.
i) Waiver – In no event shall failure or delay on the part of either Party in enforcing any provision, right or remedy provided in this Agreement be or be deemed to be a waiver of any subsequent breach of the same or any other provision of this Agreement.