These Web Publisher Terms and Conditions (the “Terms and Conditions”) shall govern your participation in the Tribal Fusion® Publisher Network (“Tribal Fusion®”) owned and operated by Exponential Interactive®, Inc. You will be referred to herein as the “Publisher.” 1. Definitions “Above the fold” means Advertisements and content that is viewable without scrolling at a minimum of 800x600 screen resolution when a Web page(s) or window loads. “Ad Tags” means JavaScript and/or html code that a Publisher hard codes on their web pages or implements in an ad server that are used to serve Advertisements. “Advertisements” mean graphical, digital, interactive and rich forms of media, including, without limitation to, banners, buttons, boxes, skyscrapers and any other Standard IAB Units, text, brand wraps and surveys, skins, podcast, video, mobile and any other customized online Advertisements served by Tribal Fusion® or a third-party partner. “Contact Information” means Publisher name, email address, phone number, mailing address, payment profile, and tax information. “Cookies” mean chunks of data created by a Web server, delivered through a Web browser, and stored on a user’s computer. They provide a means to track a user's Web preferences, online patterns, characteristics, and identify the user as a return visitor in the delivery of Advertisements. “Impression Count” means each instance that a single Advertisement is rendered for display on a web page, as measured by Tribal Fusion® or third party ad serving technology. “Inventory” means the space(s) on a web page, window or segments in a podcast, video or mobile application in which Advertisements may be displayed, and is made available to Tribal Fusion® on Publisher Domain(s) or other application under these Terms and Conditions. “Membership” means Publisher participation in Tribal Fusion® and the service through which Tribal Fusion® may serve advertisements to Publisher Domain(s). “Net Revenue” means revenues generated from Tribal Fusion® advertiser campaigns placed on the web pages of approved Publisher Site(s), as determined by Tribal Fusion®’s internal ad servers, less fees related to the serving and delivery of Advertisements, charge backs, bad debt, and agency fees, as reported through the Publisher Interface. "Party" or "Parties" means the legal entities subject to these Terms and Conditions, respectively (i) the member Publisher and (ii) Exponential Interactive, Inc., owner and operator of the Tribal Fusion® Publisher Network. “Publisher Domain” means a collection of related web page(s) where the web page URL is specified by a particular web domain name(s). “Publisher Interface” means Tribal Fusion®’s Expo9 system and service through which a Publisher manages individual sites. “Publisher Site” means a publisher web property that represents a number of related Publisher Domains. “Standard IAB Units” means those IAB units supported by Tribal Fusion® and served via Ad Tags that are available through the Publisher Interface. “Tags” means Tribal Fusion® JavaScript and/or HTML code that a Publisher hard codes on their Publisher Domains or implements in an ad server. Tags may be used for multiple purposes, including serving Advertisements and tracking Inventory quality across all Publisher Domain(s) to enhance monetization and optimization of Tribal Fusion® Advertisements on Publisher Site(s) or providing insights and analytics. 2. Membership Membership in Tribal Fusion® is subject to prior approval by Tribal Fusion®. Tribal Fusion® reserves the right to refuse or terminate service to any Publisher. Publisher must obtain approval for each Publisher Domain on which Ad Tags are to be placed. Acceptance of one or more Publisher Domain(s) shall in no way guarantee acceptance of any additional Publisher Domain(s) owned or operated by Publisher. 3. Eligibility Requirements In order to be eligible for Membership in Tribal Fusion®, Publisher Site(s) must at all times remain in compliance with the Tribal Fusion® Publisher Code of Conduct. Should any provision of the Code of Conduct be in conflict with these Terms and Conditions, the latter shall prevail. 4. Placement and Service of Tribal Fusion® Ad Tags on Publisher Domain(s) Publisher shall be responsible for placing Tribal Fusion® Ad Tags on approved Publisher Domain(s) in a manner that allows verification of the URL of the web page. and in compliance with these Terms and Conditions. Publisher will make the Inventory available to Tribal Fusion® in Tribal Fusion®’s Standard IAB Units as described in these Terms and Conditions or as may be updated by Tribal Fusion® from time to time. Tribal Fusion® Advertising Guidelines are available to Publisher via the Publisher Interface. Publishers may place any Standard IAB unit on Publisher Domains via Ad Tags that are made available in their Tribal Fusion® account. Any Inventory made available to Tribal Fusion® can be offered to advertisers at Tribal Fusion®’s discretion. Publisher may place no more than one (1) leaderboard (728x90) ad above the fold. For purposes of clarification, this means that if a Tribal Fusion® leaderboard ad is placed on a page, no other leaderboard or banner ad may appear above the fold on that same page. Publisher may place no more than one (1) skyscraper (160x600) and one (1) rectangle (300x250) ad unit on any given page. Ad Tags are to be placed on approved Publisher Domains only. Publisher is prohibited from modifying, or causing to be modified, Tribal Fusion® Ad Tags. Placing Ad Tags on non-approved Publisher Domains is specifically prohibited by these Terms and Conditions and will result in immediate removal of the Publisher from Tribal Fusion®, and non-payment of any and all amounts due Publisher. Publisher understands that the placement of Ad Tags on non-approved Publisher Domains may result in monetary and reputational harm to Tribal Fusion®. Therefore, Publisher acknowledges and agrees that, in the event that Ad Tags are placed on any unapproved domain, Tribal Fusion® shall be entitled to seek immediate injunctive relief, and Publisher will be liable to Tribal Fusion® for compensatory damages related to any lost revenue, loss of brand value or any other consequence resulting from such unauthorized use of Ad Tags. 5. Impression Counts; Reporting; Inventory Tribal Fusion® shall provide Publisher with online reporting detailing the placement, inventory, and earnings of Advertisements or offers on Publisher Site(s) through the Publisher Interface. Tribal Fusion®’s inventory counts and earnings shall be the sole source of measurement with respect to campaigns run on Publisher Site(s) and payments to be made to Publisher hereunder. Tribal Fusion® makes no guarantee that it will fill 100% of the advertising Inventory on the Publisher Site(s) with paying Advertisements. Any suspected discrepancies must be reported by Publisher within 30 days. Reasonable efforts will be made to resolve discrepancies, provided, however, that any resolution will be at Tribal Fusion®’s discretion and will be final. Publisher will be given the ability to manage advertiser exclusions through Tribal Fusion®’s Publisher Interface. 6. Payment Provisions Tribal Fusion® will pay Publisher a revenue share equal to fifty-five percent (55%) of Net Revenue. Payments are made in U.S. dollars except in instances where the Publisher has elected a wire transfer or International ACH payment method, for which Publisher agrees to pay applicable fees. Revenue share payments shall be paid forty-five (45) days following the end of each calendar month provided, however, that no payment will be issued to Publisher in any month where total accumulated amounts due to Publisher do not equal the greater of Fifty Dollars ($50) or the minimum amount set forth by Publisher. Any monthly balance less than the minimum payment withdrawal amount will accumulate until such month in which the total accumulated amount due to Publisher reaches the minimum payment withdrawal amount. Any dispute regarding a payment from Tribal Fusion® hereunder must be submitted to Tribal Fusion® in writing within 30 days following the end of the month in which such inaccuracy is believed to have occurred. Tribal Fusion® will make commercially reasonable efforts to resolve reported inaccuracies fairly. Resolution is at Tribal Fusion®'s sole discretion and all resolutions are final. If Tribal Fusion® pays Publisher by check, Publisher must cash such payment within one hundred and eighty days of the date of the check; otherwise such check will be null and void and publisher waives all rights and claims to such payment. 7. Taxes Tribal Fusion® is required by U.S. law to collect certain tax withholding information for all Publishers (US and international). Publishers must submit this information upon activation of their account with Tribal Fusion®. The accuracy and completeness of the tax information provided is the sole responsibility of the Publisher. No payments will be made to Publishers until all required tax or other information has been provided. Publisher shall be responsible for all taxes related to income received through Tribal Fusion®. 8. Privacy Policy Tribal Fusion® is a member of the Network Advertising Initiative (the “NAI”) and is committed to maintaining compliance with the NAI’s Self-Regulatory Principles. In support of those principles, Publishers in Tribal Fusion® shall be required to maintain a privacy policy, readily available on the “homepage”, which (i) complies with all applicable laws and regulations; (ii) includes a clear statement notifying users that Advertisements displayed on Publisher’s Domain may be delivered through one or more third party advertising networks which may utilize cookie technology in connection with the delivery of such Advertisements; (iii) provides consumers with an opportunity to opt-out of receiving Cookies from third party advertising networks through a link to the Network Advertising Initiatives cookie opt-out page, which can be found here. 9. Collection and Use of Information and Data Publisher understands that Tribal Fusion® collects non-personally identifiable data in connection with Tags placed on Publisher Domain(s). To the extent that Tribal Fusion® collects any user information and data in connection with Tags placed on Publisher Domain(s), such user information and data shall be owned by Tribal Fusion®. Tribal Fusion® and/or its Advertisers, in their sole discretion, shall have the right to market and re-market information about users or data without further obligation to Publisher. Tribal Fusion® shall have the right to use such user information and data for any purpose which is not inconsistent with the Tribal Fusion® Privacy Policy, which can be found here. 10. Service and Advertisements Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Tribal Fusion® and its advertisers have and will retain all rights, title and interest in and to the Advertisements and the service and all copies, modifications and derivative works thereof. Publisher acknowledges that it is obtaining only a limited, non-transferable, non-exclusive license right to display the Advertisements and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Publisher under these Terms and Conditions or otherwise. 11. Term:Termination Either party may terminate their relationship at any time or for any reason upon written notice to the other party, provided, however, that Publisher shall be obligated to fulfill any site-specific advertising campaigns configured to run on Publisher Site(s) prior to such termination. Tribal Fusion® shall be released from all outstanding payment obligations in the event that these Terms and Conditions are terminated by Tribal Fusion® due to a breach by Publisher. Upon termination, Publisher shall promptly remove all Ad Tags from Publisher Domains. Notwithstanding anything else herein, Tribal Fusion® may suspend Publisher’s account immediately without notice in the event of any breach of these Terms and Conditions by Publisher. Upon termination of the parties’ relationship, Tribal Fusion® shall cease all use of the Publisher Marks (as defined in Section 20 below). Sections 6 (only to the extent of payments owed to Publisher at the time of termination, if any), 7-10, 13-17, 19 and21 shall survive termination of these Terms and Conditions. 12. Notices Notices to Tribal Fusion® may be sent via email to publishers@tribalfusion-corp.com. Any notice received later than 5:00 p.m. PST (or PDT) Monday – Friday, on a Saturday or Sunday, or on any U.S. federal holiday shall be deemed received on the following business day. It is the sole responsibility of the Publisher to maintain updated and accurate Contact Information in the Publisher Interface through which Tribal Fusion® will respond to such notices or give notice to Publisher. Notices given pursuant to this Section 12 constitute notice in writing, where such is required herein. 13. Confidentiality Both parties understand and acknowledge that, during the performance of these Terms and Conditions, each party may be required to disclose to the other certain information which the disclosing party regards as proprietary or confidential. As used herein, the term “Confidential Information” shall include (i) trade secrets, business plans, strategies, and methods; (ii) computer system architecture and network configurations; (iii) all information obtained through the Publisher Interface, including, but not limited to, payment amounts received by Publisher hereunder, and (iv) any other information relating to the disclosing party that is not generally known to the public, including information about the disclosing party’s personnel, products, customers, financial information, marketing and pricing strategies. Each party may use Confidential Information disclosed to it only in connection with its performance hereunder, and not for any other purpose. Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of the receiving party; (ii) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of these Terms and Conditions by the receiving party; (iii) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party; (iv) the receiving party had in its possession prior to the date of disclosure by the disclosing party; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. 14. Representations & Warranties Publisher represents and warrants that: (i) it has all necessary rights and authority to enter into the relationship that is the subject of these Terms and Conditions and to perform its obligations hereunder; (ii) if an individual, he/she is at least eighteen (18) years of age; (iii) at all times during the term of its relationship with Tribal Fusion®, Publisher will conduct its business and fulfill its obligations hereunder in compliance with all applicable laws, rules and regulations including but not limited to the COPPA Act of 2000 and the CAN-SPAM Act of 2003, and (iv) Publisher will at all times maintain compliance with the site eligibility requirements set forth in Section 3 and privacy policy requirements in Section 8. Tribal Fusion® represents and warrants that (i) it has all necessary rights and authority to enter into the relationship that is the subject of these Terms and Conditions and to perform its obligations hereunder; and (ii) will at all times during the terms of its relationship with Publisher, conduct its business and fulfill its obligations hereunder in compliance with all applicable laws, rules and regulations. 15. Disclaimer of Warranties EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, OR OTHER INDUCEMENTS, EXPRESS OR IMPLIED. SERVICES PROVIDED BY Tribal Fusion® HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PUBLISHER ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICES PROVIDED BY Tribal Fusion® HEREUNDER MAY BE SUBJECT TO OCCASIONAL SERVICE INTERRUPTION. Tribal Fusion® SHALL NOT BE RESPONSIBLE FOR DELAYS OR SERVICE INTERRUPTIONS CAUSED BY ACCIDENT, ACT OF NATURE, SYSTEM FAILURE, GOVERNMENT OVERSIGHT OR OTHER CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. Tribal Fusion® MAKES NO REPRESENTATION OR WARRANTY AS TO PERFORMANCE, SERVICE UP-TIME OR RESULTS. 16. Indemnification Publisher is solely responsible for the all content appearing on Publisher Domains and shall hold Tribal Fusion®, its officers, directors, affiliates, employees, agents, representatives and advertisers harmless from and against any and all third party claims, demands, liabilities, expenses, losses and damages (including reasonable attorney’s fees) resulting from or related to: (i) content on or the operation of Publisher Domains (other than unmodified Advertisements or other content provided by Tribal Fusion® hereunder); (ii) Publisher’s breach of these Terms and Conditions; (iii) infringement or violation by Publisher or users of the Publisher Domains of any intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity or any other intellectual property right; or (iv) Publisher’s violation of any law or regulation, including but not limited to the CAN-SPAM Act of 2003 and the COPPA Act of 2000, and/or any privacy law, rule or regulation, or (v) Publisher’s violation of Section 4 of these Terms and Conditions. Tribal Fusion® shall hold Publisher, its officers, directors, affiliates, employees, agents and representatives harmless from and against any and all third party claims, demands, liabilities, expenses, losses and damages (including reasonable attorney’s fees) resulting from or related to: (i) Tribal Fusion®’s material breach of these Terms and Conditions; (ii) infringement or violation by Tribal Fusion® of any intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity; (iii) Tribal Fusion®’s violation of any privacy law or regulation. 17. Limitations on Liability EXCEPT FOR THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 16 ABOVE, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP SET FORTH HEREIN. IN NO EVENT SHALL Tribal Fusion®’S TOTAL LIABILITY HEREUNDER EXCEED THE FEES PAID TO PUBLISHER HEREUNDER FOR THE MONTH IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM. 18. Right to Modify Terms Tribal Fusion® reserves the right to change or alter the services and technology it provides Publisher and/or these Terms and Conditions, except for the payment provision set forth in section 6 above. Any material change to the Tribal Fusion® services and any change to these Terms and Conditions will be clearly posted on Tribal Fusion®’s website and communicated to Publisher through Tribal Fusion®’s Publisher Interface. Continued participation in Tribal Fusion® following notice of such change shall constitute Publisher’s consent to be bound by such amended Terms and Conditions. 19. Governing Law and Jurisdiction These Terms and Conditions will be governed by the laws of the State of California without regard to its conflicts of law provisions. The parties hereby consent to the exclusive jurisdiction of any state or federal court located in Alameda County, California. 20. Intellectual Property License Publisher hereby grants to Tribal Fusion® a limited, non-transferable (except as provided for herein), non - exclusive license, during the term of Publisher’s participation in Tribal Fusion®, to use and display the trademarks and logos associated with the Publisher Domains (the “Publisher Marks”) for the purpose of listing and promoting the Publisher as a member of Tribal Fusion® in connection with marketing to and communication with potential advertisers. 21. Miscellaneous The parties hereto are independent contractors and nothing contained herein or done in performance of these Terms and Conditions shall constitute either party as the agent or employee of the other party or constitute the parties as partners or joint ventures. Publisher may not assign or otherwise transfer, whether voluntarily or by operation of law, any of the rights or obligations contained herein without the prior written consent of Tribal Fusion®. Tribal Fusion® may transfer or assign its obligations under these Terms and Conditions without Publisher’s consent in connection with the sale, transfer or reorganization of its business. These Terms and Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersede any prior proposals, agreements and/or representations between the parties. The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which will remain in full force and effect. Publisher consents and agrees that the use of a key pad, mouse or other device to select an item, button, icon or similar action while using any Tribal Fusion® service, or in accepting or making any transaction regarding any agreement, including the Terms and Conditions and the Code of Conduct, constitutes the signature, acceptance, and accord of Publisher as if actually signed by Publisher in handwriting. Further, Publisher agrees that no certification authority or other third party verification is necessary to the validity of Publisher's electronic signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of Publisher's electronic signature or any resulting agreement between Publisher and Exponential Interactive, Inc.