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Publisher represents that it has full power and ability to enter into this IO and fulfill all duties within:

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1. Publisher demographic information and statistics

(a) Demographic info and email list size: Within three (3) business days of the execution of this agreement, Publisher agrees, to the extent that it is available, to share all Publisher Subscriber List statistics, demographic information, and email campaign performance with Media Intercept, including but not limited to gender makeup, average household income of subscribers, total subscriber count, opens, clicks, open rates, click-through rates, and prior campaign performance. Publisher certifies that its subscriber count(s) are accurate and exclude any email addresses which have previously bounced or unsubscribed, or any email addresses where the Publisher has been unable to deliver an email to the subscriber. Publisher also certifies that performance and engagement statistics (subscriber count, opens, clicks, open rates or click-through rates) provided to Media Intercept are accurate at the time of reporting. Publisher agrees to provide Media Intercept with updated demographic information and audience statistics on a quarterly basis.

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2. Creative Assets

(a) Creative: Media Intercept shall provide Publisher with access to certain Advertiser-provided creative, including copy, images, graphics, banner ads, and links to be used in connection with Publisher's services. No copy, images, graphics, banner ads, links or processes other than those provided by Media Intercept may be used by Publisher in connection with the services without first obtaining the prior express written permission of Media Intercept in each instance. If Publisher makes any edits to the creative assets provided by Media Intercept (including but not limited to, changing the copy, altering creative assets to be more suitable for the Publisher audience, or cropping images) Publisher must submit the revised creative assets to Media Intercept for final approval before using that creative in any campaign. Prior to publication, Publishers must provide Media Intercept with a mockup or proof of the placement to be published for approval. In the event Publisher fails to do so and the Advertiser objects to the creative assets used, the Advertiser shall not be required to pay any applicable fee for that campaign, and Publisher shall not be entitled to any revenue unless a makegood is agreed to in writing between Publisher and Media Intercept. In the event that Publisher fails to do so more than once and the Advertiser objects to the creative assets used, then the Advertiser shall not owe any payment to Media Intercept and Publisher will not be paid for that campaign. The parties understand and agree that the applicable Advertiser is the sole owner of any and all intellectual property rights associated with the Creative. For the Term (as defined below) of the Agreement only, Media Intercept grants to Publisher on behalf of the applicable Advertiser a limited, revocable, non-transferable, non-exclusive, royalty-free license to use the creative solely and exclusively as necessary to perform its Services hereunder. Except as expressly set forth, nothing contained in the Agreement will grant to Publisher any right, title or interest in or to the creative.

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(b) Creative Disclaimer: Advertisers are solely responsible for the accuracy, completeness, appropriateness or usefulness of the Creative, and any and all product claims made in connection therewith. Media Intercept does not represent or warrant that the Creative is accurate, complete or appropriate. Media Intercept undertakes no responsibility to monitor or otherwise police the Creative or other information provided by Advertisers. Publisher understands and agrees that Media Intercept will not be responsible, under any circumstances, for the Creative and Media Intercept will incur no liabilities to Publisher in connection with the same.

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(c) Cancellation: Media Intercept or the applicable Advertiser shall have the right to cancel or reschedule a Campaign provided that Publisher is provided notice at least five (5) business days prior to the Campaign start date. In the event that Media Intercept or the applicable Advertiser desires to cease the use of any Creative in an active Campaign (including any portion of such Creative), Publisher shall cease the distribution and use of same in connection with the Publisher Email no more than forty-eight (48) hours following Media Intercept’s written request.

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3. Payment, Click Tracking, Campaign Performance, and fraud

(a) Net 45 End of Month (EOM) Payment Terms: Media Intercept will provide Publishers with a finalized count of click numbers and revenue generated during a given month within five (5) business days of the final day of month end. Media Intercept shall make payment to Publisher for revenue generated in a given month within forty-five (45) days of the day in which month-end click numbers are provided by Media Intercept to Publisher. Media Intercept shall pay Publisher the amount earned based on the applicable rate from page one of this agreement for each active Campaign out of the amount received by Media Intercept from the applicable Advertiser. Media Intercept shall have no obligation to pay Publisher any prospective Campaign Revenue for which Media Intercept does not receive the corresponding payment from the applicable Advertiser. Media Intercept shall make best efforts to collect payment from each Advertiser and reasonably cooperate and assist Publisher with any collection efforts or requests. Publisher agrees to pay all sales, use, excise and other taxes which may be levied in connection with the Agreement, except for taxes on Media Intercept’s income. Media Intercept shall have no obligation to pay Publisher for Campaign Revenue that was generated in breach of the Agreement. Notwithstanding the foregoing, except as otherwise set forth in this Agreement, Media Intercept’s services do not involve investigating or resolving any claim or dispute involving Advertiser and any Publisher or other third party. In some instances, an Advertiser may only count unique clicks to their campaign. Publisher agrees that in the event of an Advertiser only counting unique clicks, Media Intercept will only be responsible for paying Publisher based on unique clicks.

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(b) Click Tracking and Campaign Performance: Unless otherwise approved in writing by Media Intercept, Campaigns must include, in unaltered form, a unique tracking link provided by Media Intercept to Publisher (“UTM”). The performance of Campaigns shall be determined based on Media Intercept’s tracking and reporting, which determination shall be final and binding upon the parties. In the event of a discrepancy between Media Intercept’s reporting and Publisher’s reporting of a Campaign, Publisher will inform Media Intercept and the parties will resolve such discrepancy in good faith. If click totals for any Campaign (as measured by Media Intercept’s tracking and reporting) are twenty-five percent (25%) or more below what the Publisher provided in their onboarding materials, the Publisher will need to work with Media Intercept to offer a single makegood to the applicable Advertiser(s). If unique clicks for any Campaign are fifty percent (50%) or more below what the Publisher provided in their onboarding forms, Media Intercept reserves the right to credit the Advertiser for the Campaign and will not be obligated to pay the Publisher any Campaign Revenue for the applicable Campaign.

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(c) Fraud: Publisher agrees to not engage in fraudulent behavior or promotional abuse to manipulate or inflate Campaign results (including, but not limited to click-spamming, non-human or bot traffic, malvertising-related activities, click injections, or other instances of fraud). Publisher agrees that should Media Intercept, in its sole reasonable discretion, find such behavior or promotional abuse, Media Intercept has no obligation to pay Publisher any Campaign Revenue that Media Intercept can demonstrate was earned by such behavior and has the right to immediately terminate this Agreement upon written notice to Publisher, provided that all payment obligations of Media Intercept shall survive any termination of the Agreement. If it is determined, in Media Intercept’s sole discretion, that Publisher’s actions covered by this paragraph have caused Media Intercept to incur additional hosting or other costs, Media Intercept shall have the right to charge Publisher for those costs, and Publisher agrees that they are responsible for such costs.

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(d) Email Policies, Spam, and Blacklisting: Without limiting Media Intercept’s obligations under Section 8, any and all costs and/or fees charged to Publisher by its Internet Service Provider(s) related to Publisher’s responding to and/or managing allegations against Publisher of “spam” or any other unauthorized usage complaints against Publisher received from Publisher Email recipients, regulatory agencies or otherwise shall, as between Publisher and Media Intercept, be borne exclusively by Publisher. Publisher shall: (a) respond to all complaints in connection with the timelines required by applicable law after Publisher becomes aware of the subject complaint(s); and (b) promptly provide Media Intercept with a copy of any material complaint after Publisher’s receipt thereof. Publisher is solely responsible for all Consumer complaints in connection with the Campaigns. If, at any time, Publisher becomes aware that Publisher is identified on an industry Blacklist (as defined below) as a result of actions attributable to Publisher, then Publisher shall promptly, following receipt of Blacklist notification, remedy the situation. If, after a reasonable time period, Publisher has been unable or unwilling to obtain satisfactory resolution of the Blacklist (as reasonably determined by Media Intercept), then Media Intercept may terminate the Agreement immediately for Publisher’s material breach upon written notice to Publisher, provided that all payment obligations of Media Intercept shall survive any termination of the Agreement. For purposes of the Agreement, “Blacklist” means any and all industry lists of individuals or entities identified as disseminators of spam. Publisher agrees that it is responsible for ensuring that Publisher Email does not generate spam complaints in excess of industry norms, as reasonably determined by Media Intercept. Publisher agrees that Media Intercept’s reasonable determination whether Publisher’s number of spam complaints is within industry norms shall be final, binding and conclusive for all purposes under the Agreement. If Media Intercept reasonably determines that Publisher’s number of spam complaints is in excess of industry norms, Media Intercept reserves the right to immediately terminate the Agreement upon written notice (with email sufficing as written notice), provided that all payment obligations of Media Intercept shall survive any termination of the Agreement.

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4. Campaign Delivery

(a) Proof of delivery: Publisher must, within seven (7) business days of a placement run date, provide confirmation to Media Intercept, either electronically or in writing, stating whether the components of the placement have been delivered. Publisher also must, within seven (7) business days of the Campaign run date, provide a screenshot to Media Intercept showing delivery confirmation from Publisher’s email service provider and either a screenshot or an email copy of the live placement as proof of send. The email service provider screenshot must include, where available, the number of emails sent, number of spam complaints, number of bounces, number of unique opens, and number of ad clicks.

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(b) UTM Recycling: Publisher agrees that any campaign tracking link (“UTM”) provided to them by Media Intercept, will only be applied to a single placement. If it is determined that Publisher has applied a single UTM to multiple placements without prior written approval by Media Intercept, Media Intercept will only be liable to pay Publisher for clicks generated within five (5) days of the placement live date. If Publisher wants to run a placement more than once, Publisher agrees to request approval from Media Intercept who will provide a new UTM. If Publisher re-runs a placement without first receiving prior written consent by Media Intercept, Media Intercept reserves the right to terminate this Agreement immediately and will not be liable to pay Publisher for any revenue generated from the unapproved placement.

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(c) Click Caps: Publisher agrees that in some instances, Media Intercept can request a click cap to be applied to a placement. If a click cap is mutually agreed upon by Publisher and Media Intercept, Media Intercept will only be liable to pay Publisher for revenue associated with clicks up to mutually agreed upon threshold.

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5. Suppression Lists

(a) Suppression lists are lists of email addresses that cannot receive commercial communication or emails for any reason, including but not limited to, unsubscribe requests or requests to opt out of third party communications in the case of dedicated email, and may be generated by Media Intercept, by the applicable Advertiser, or by Publisher, all of which are collectively referred to herein as "Suppression List". With respect to any Suppression List provided by Media Intercept to Publisher (at Media Intercept’s sole discretion or by Advertiser request), Publisher shall: (a) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of the Agreement; (b) use such Suppression List to remove any and all email addresses contained therein from the receipt of the applicable Campaign(s); (c) not retain a copy of any Suppression List following termination of the Agreement; (d) not use any Suppression List for purposes of email appending in any manner whatsoever; (e) hold any Suppression List made available by Media Intercept and any applicable Advertiser(s) in trust and confidence; and (f) not disclose any Suppression List made available by Media Intercept to any employee, consultant, subcontractor or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of the Agreement. Publisher further agrees and acknowledges that: (i) it has downloaded and removed the domains located on the Federal Communications Commission’s wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in mailings hereunder; and (ii) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any mailings hereunder. With respect to any Suppression Lists generated by Publisher, Publisher agrees to follow all applicable laws when generating or using the suppression list, as well as any other obligations set forth herein.

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6. Article Virality

(a) If an article goes “viral”, meaning the article is distributed through outlets such as Google News, Apple News, MSN, or Yahoo, and delivers clicks beyond the scope of the advertiser’s budget, the advertiser will be charged up to ten percent (10%) over the contracted budgeted amount. In the event of article virality, Publisher agrees that Media Intercept will only be responsible for paying Publisher on the additional ten percent (10%) of revenue generated from the Advertiser. If Advertiser requests an article to be taken down due to poor ROI performance and provides conversion or sales reports that substantiate their claim, Publisher agrees to take down the article in question within twenty-four (24) hours of receiving copies of Advertiser reporting from Media Intercept.
(b) Publisher agrees that any CPC publisher payout for editorials purchased by Advertisers on a flat-rate basis shall not exceed the amount paid to Media Intercept by Advertiser.

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7. Term

(a) The Agreement shall commence on the Effective Date and continue for a period established on page one (1) of this agreement. Thereafter, the Agreement shall not automatically renew without both party’s explicit written consent. Either party may terminate the Agreement at any time during the Term, with or without cause, upon thirty (30) business days prior written notice to the other party. Either party may terminate the Agreement immediately upon written notice if the other party materially breaches the Agreement.

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8. Indemnification

(a) Publisher agrees to indemnify, defend and hold harmless Media Intercept, its subsidiaries, agents, contractors, shareholders, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorney’s fees) arising out of or relating to any: (a) breach of the Agreement by Publisher; (b) actual or alleged violation of Applicable Law; (c) claim related to the Services, Publisher Email, Publisher Privacy Policy and/or Publisher Subscriber List; and/or (d) act or omission of any Sub-Marketer. Media Intercept agrees to indemnify, defend and hold harmless Publisher, its subsidiaries, agents, contractors, officers, directors, members and employees from and against any loss, cost, claim, injury or damage (including reasonable attorney’s fees) arising out of or relating to any third-party claim that Media Intercept has breached the Agreement.

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9. Confidentiality

(a) During the Term, and after termination of the Agreement for any reason, until such time as the "Confidential Information" (as defined below) is no longer protectable under applicable law, neither party will use or disclose any "Confidential Information" of the other party except as specifically contemplated herein. "Confidential Information" means information that: (a) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Media Intercept’s Confidential Information shall include, without limitation, all aspects of its Services, the platform and any Suppression Lists. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party’s Confidential Information to the disclosing party.

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10. Non-circumvention

(a) Publisher recognizes that Media Intercept has proprietary relationships with the Advertisers that they present to Publisher. Any attempt to broker third party agreements to deliver Services without first obtaining Media Intercept’s written authorization is strictly prohibited. Publisher agrees not to circumvent Media Intercept’s relationships with its Advertisers, or otherwise offer, make available, provide, contract for or otherwise perform, directly or indirectly, advertising, marketing or promotional services similar to the Services provided by Media Intercept to any Advertiser during the Term and for the one (1) year period following the live date of the last placement delivered by Publisher. Notwithstanding the foregoing, to the extent that Publisher can show that any such Advertiser already obtained such services from Publisher prior to the Effective Date, then Publisher shall not be prohibited from continuing such relationship. Publisher agrees that monetary damages for its breach, or threatened breach, of this paragraph will not be adequate and that Media Intercept shall be entitled to: (a) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (b) liquidated damages from Publisher in an amount equal to one hundred percent (100%) of the fees paid to Publisher in violation of this paragraph for the prior twelve (12) month period; and/or (c) any and all other remedies available to Media Intercept at law or in equity.

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11. Limitation of liability

(a) Limitation of Liability: In no event shall Media Intercept be liable to Publisher for (a) any direct, incidental, special or consequential damages including, but not limited to, lost business and lost profits, whether based in contract, tort or any other theory; or (b) more than the campaign revenue payments paid by Media Intercept to Publisher hereunder for the prior twelve (12) months prior to the act giving rise to. The asserted claims, whether such liability is based on contracts, tort, negligence, strict liability, products liability or otherwise. Under no circumstance shall Media Intercept be liable to publisher for any action of Advertisers, including, but not limited to, any decision by an Advertiser to cancel or reschedule a campaign. The parties acknowledge that the mutual promises contained herein reflect the allocation of risk set forth in the agreement and that each party would not enter into the agreement without these limitations on liability.

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12. Force Majeure

(a) Neither Publisher nor Media Intercept shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, pandemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.

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13. Electronic Signatures and Representation on Authority of Parties Executing

(a) The person executing this Agreement represents and warrants that they are duly authorized and have legal capacity to execute this Agreement on behalf of Publisher. Publisher acknowledges and agrees that Publisher accepts this Publisher Agreement via electronic means rather than handwritten signature ("Electronic Acceptance"). Publisher acknowledges and agrees that by creating an account or clicking the button to accept this Publisher Agreement, Publisher is submitting a legally binding electronic signature and is entering into a legally binding contract. Publisher acknowledges that Publisher’s electronic submission constitutes Publisher’s agreement and intent to be bound by this Publisher Agreement. Each party represents and warrants to the other that the execution of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

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14.Termination

Publishers may at any time terminate this agreement without notice upon any failure to pay by Media Intercept. Furthermore, any breach of any section of this IO will be grounds for immediate termination. Upon termination, all outstanding monetary commitments will become due within 72 hours and this agreement will cease.