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The CoinTent Team

Publisher Terms of Service

Effective as of March 12, 2014

Welcome to CoinTent! In addition to trying to explain as much as possible about our services on our website, we hope that this document will explain more to our publishers about what we do and avoid and confusion or legal problems. Please took a close look at it and, as always, feel free to contact us if you have any questions.

OUR PUBLISHER AGREEMENT IS BETWEEN US AND YOU

The following Publisher Agreement describes the terms under which CoinTent, Inc. (“CoinTent,” “we,” “our,” or “us”) will allow you to use the CoinTent Service to collect revenue from CoinTent Transactions. This Publisher Agreement shall be effective as of the date on which CoinTent, Inc. (“CoinTent”) has accepted Publisher’s registration (the “Effective Date”). In this Publisher Agreement, the phrase “this Site” refers to our web site located at www.CoinTent.com, and the phrase “CoinTent Service” refers to the service offered at this Site that enables users to pay for Publisher Services (as defined below). “Publisher” refers to Publisher, as well as all employees, agents, and representatives of the Publisher.

1. COINTENT SERVICE; IMPLEMENTATION. CoinTent operates a web site currently located at CoinTent.com (the “CoinTent Site”) that enables users (“Customers”) to pay for content and/or data, text, graphics, and other materials (“Publisher Services”) offered or made available at, or otherwise enabled by, the Publisher’s web site (and its constituent pages) (the “Publisher Site”), for the benefit of the Customer, for which Publisher charges a fee to such Customer (the “CoinTent Service”). CoinTent makes the CoinTent Service available for use on the Publisher Site by way of certain software code, such as APIs (“CoinTent Software”), provided by CoinTent to Publisher. CoinTent hereby grants to Publisher a non-exclusive, limited, revocable, non-transferable right to: i) reproduce the CoinTent Software for the purposes of incorporating the CoinTent Software into the Publisher Site, in order to make the CoinTent Service available on the Publisher Site; and ii) access the CoinTent Service through the CoinTent Site. Publisher acknowledges that CoinTent owns and will retain all rights in and to the CoinTent Software and the CoinTent Service (collectively, “CoinTent IP”), and Publisher receives no rights to the CoinTent IP except as expressly set forth herein. Specifically, Publisher may not distribute, display or prepare derivatives of the CoinTent IP for any purpose.

2. Transaction Fees. From each transaction in which a Customer purchases Publisher Service(s) through the CoinTent Service (each, a “CoinTent Transaction”), CoinTent shall withhold a transaction fee consistent with the schedule published at http://CoinTent.com/pricing. CoinTent reserves the right to change this pricing at its sole discretion, for any reason, and at any time with 30-day written notice communicated via email.

Publisher’s share of revenues received from each CoinTent Transaction will be made available for withdrawal beginning thirty (30) days after the transaction date. Funds can be transferred in the as a company check. If the Publisher is based outside of the U.S., funds must be transferred via a bank wire. The associated charge for the bank wire will be passed through and deducted from Publisher funds.

Publisher will be responsible for, and will remit, any sales, use or other tax related to CoinTent Transactions, exclusive of taxes on CoinTent’ income.

3. LICENSE TO PUBLISHER MARKS. Subject to the terms and conditions of this Agreement, Publisher grants to CoinTent a non-exclusive, non-transferable, royalty-free, worldwide license during the Term to use the Publisher’s name and logos (the “Publisher Marks”) strictly for purposes of promoting the authority of CoinTent to enable Customers to pay for Publisher Services using the CoinTent Service. Any use of the Publisher Marks by CoinTent shall be in accordance with any written trademark guidelines of Publisher that have been provided to CoinTent. CoinTent may also list Publisher as a Customer on their site, within the product offering sign-up flow, in press releases, or in other marketing material. Except as expressly set forth in this Section 3, CoinTent shall have no other rights in the Publisher Marks.

4. LICENSE TO COINTENT MARKS. Subject to the terms and conditions of this Agreement, CoinTent grants to Publisher a non-exclusive, non-transferable, limited, revocable, non-transferable license to use the CoinTent Marks strictly for purposes of promoting the CoinTent Services as used in connection with the Publisher Site or for public communications and promotion directly related to the CoinTent Service. Any use of the CoinTent Marks by Publisher shall be in accordance with any written trademark guidelines of CoinTent that have been provided to Publisher. Except as expressly set forth in this Section 4, Publisher shall have no other rights in the CoinTent Marks. Publisher shall not alter the CoinTent Marks.

5. TERM AND TERMINATION. The term of this Agreement will begin on the Effective Date and will continue either while the Publisher continues to actively use the CoinTent Service, or until either party specifically terminates this Agreement, whichever comes first. Terminating the agreement does not alter Publisher’s liability for processed payments or related chargebacks. Those terms of this Agreement which, by their nature, are meant to survive termination shall so survive, including without limitation terms related to ownership of intellectual property, confidentiality, indemnification, and governing law and venue.

6. CERTAIN RIGHTS AND OBLIGATIONS OF PUBLISHER. Publisher is solely responsible for all activities required by or otherwise related to the Publisher Services, including, but not limited to, all information used in the Publisher Services, and for all fees, costs and other expenses related to such activities, including the taking and fulfillment of orders from Customers. Publisher attests that it shall deliver the Publisher Services directly to Customers and that it shall not use CoinTent to enable receipt of payments for anything other than the Publisher Services, nor shall Publisher use CoinTent to fund stored-value accounts that can be used to purchase goods or services other than the Publisher Services.

7. USER EXPERIENCE; FULL AND TIMELY PERFORMANCE. During the Term of this Agreement, Publisher shall deliver, perform or allow access to the Publisher Services, as the case may be, immediately or within such longer time frame specified to all users in accordance with the terms of any agreement(s) and policies between Publisher and the Customer.

8. RESPONSIVENESS TO CUSTOMERS. Publisher authorizes CoinTent to contact or directly communicate with any Customer concerning any sale or transaction submitted to or through CoinTent. CoinTent will respond to all such inquiries within seventy two (72) hours. Customers may submit inquiries to the Publisher through the CoinTent Service regarding technical difficulties and other issues regarding receipt of Publisher Services on the Publisher’s site. CoinTent will send these inquiries to the Publisher and Publisher shall respond to such inquiries within seventy two (72) hours of receipt from CoinTent. In the event that Publisher fails to respond within such time, Publisher authorizes CoinTent to resolve the dispute on Publisher’s behalf. CoinTent may use any means it deems necessary to resolve customer disputes, including issuing refunds from Publisher’s balances with CoinTent and/or deleting that individual customer’s data.

9. COMPLIANCE. At all times during the term of this Agreement, each party shall comply with any domestic, foreign or international law, rule, regulation, or other restriction applicable to that party. Without limiting the generality of the foregoing sentence, Publisher shall not itself and shall not knowingly cause or knowingly permit a third party to: sell, upload, post, publish, transmit, reproduce or distribute in any way any content that: (a) is abusive, defamatory, or obscene, (b) is fraudulent, deceptive, or misleading; (c) contains a software virus or any other computer code, files or programs that interrupt, destroy or limit the functionality of any other computer software or hardware or telecommunications equipment; or (d) infringes any patent, trademark, trade secret, copyright or other proprietary right of any third party.

11. Anti-Money-Laundering (“AML”) and Know-Your-Customer (“KYC”) Considerations: Publisher shall not support or encourage or otherwise contribute to a transaction that Publisher knows or reasonably should know to be fraudulent. Publisher shall employ commercially reasonable efforts to assist CoinTent in enforcing this policy and shall notify CoinTent of any actual or suspected fraud or violation and/or violation of applicable Anti-Money Laundering laws. The parties agree and acknowledge that the CoinTent Service is not a payment transfer service.

12. REPRESENTATIONS AND WARRANTIES. Publisher represents and warrants that it is not, and at all times during the term of this Agreement will not be, (i) an individual, business or organization located in a Restricted Nation; (ii) an individual, business or organization owned, controlled by or acting on behalf of any individual, business or organization located in a Restricted Nation; or (iii) a governmental entity in a Restricted Nation or any individual, business or organization acting on behalf of a governmental entity in a Restricted Nation. “Restricted Nation” means any jurisdiction against which the United States maintains an embargo or other economic sanctions as enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or other appropriate regulatory entity, as such embargoes or sanctions may be modified from time to time. Publisher represents and warrants that neither it nor any of its owners, officers or directors currently is listed on, not at any point during the Term will be listed on, (i) the Denied Persons List maintained by the U.S. Department of Commerce; (ii) the Unverified List maintained by the U.S. Department of Commerce; (iii) the Entity List maintained by the U.S. Department of Commerce; (iv) the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department; or (v) the Debarred List maintained by the U.S. Department of State, as each list may be amended from time to time. 13. DISCLAIMER OF WARRANTIES. COINTENT DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE COINTENT SERVICES. THE COINTENT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. COINTENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY COINTENT, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. TO THE EXTENT THAT COINTENT MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM AN IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

14. LIMITATION OF LIABILITY. COINTENT WILL NOT BE LIABLE TO PUBLISHER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE COINTENT SERVICES OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER COINTENT WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. COINTENT’S MAXIMUM LIABILITY ARISING FROM OR RELATING TO THE COINTENT SERVICES OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE LESSER OF: (I) FIFTY DOLLARS ($50); (II) THE TRANSACTION FEES ACTUALLY RETAINED BY COINTENT WITH RESPECT TO COINTENT TRANSACTIONS RELATED TO PUBLISHER SERVICES DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES. TO THE EXTENT THE LIMITATIONS ABOVE ARE NOT ALLOWED BY APPLICABLE LAW, COINTENT AFFILIATES’ LIABILITY UNDER THESE TERMS OF USE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW.

15. INDEMNIFICATION. Publisher shall indemnify, defend and hold harmless CoinTent, its affiliates, and each of their respective officers, directors, managers, members, shareholders, employees and agents (collectively, the “CoinTent Indemnitees”) from and against any and all CoinTent Indemnitee Losses resulting from, arising out of, or relating to: (i) any breach by Publisher of its representations and warranties herein; (ii) use of any Publisher Services by Customers; or (iii) injury or death, or damage to any property caused by or arising from the negligent acts or omissions of Publisher hereunder.

16. TECHNICAL SUPPORT; SERVICE LEVELS. Publisher acknowledges and agrees that CoinTent is provided on an as-available basis, and that these terms of service do not imply an uptime guarantee. Publisher also agrees that CoinTent may, from time to time, need to perform routine maintenance or repair of the CoinTent Service or update the CoinTent Software, and that during such times of maintenance or repair (“Maintenance Downtime”), the CoinTent Service may not be available for the Publisher’s use. CoinTent will endeavor to minimize the length of Maintenance Downtime, and will endeavor to perform routine maintenance during non-business hours, but CoinTent cannot guarantee that the CoinTent Service will be available at all times.

17. MISCELLANEOUS.

Entire Agreement. The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of the Agreement, and neither party has relied upon any representation, express or implied, not contained in the Agreement. To the extent this Agreement conflicts with the Terms of Use published on the Site, the terms of this Agreement will control.

Governing Law. The Agreement and any and all disputes arising directly or indirectly from the Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

Exclusive Forum. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in California for all suits, actions or proceedings directly or indirectly arising out of or relating to the Agreement, the CoinTent Services, or the CoinTent IP, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum.

Waiver. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

Modification. No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties.

Severability. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.

Assignment. You may not assign or otherwise transfer any of your rights or obligations under these Terms of Use without the prior written consent of CoinTent. CoinTent may assign these Terms of Use, in whole or in part, to any third party, without notice to or consent from you. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.

Notices. All notices, demands, and requests required or permitted to be given under this Agreement shall be in writing and delivered to the respective addresses of the parties as shown in the header to this Agreement (or to such other address as either party may furnish by a notice complying with this Section) personally, by local courier, by a nationally recognized overnight courier, or by United States certified mail, return receipt requested, postage prepaid. Notices shall be effective upon receipt.

Attorneys’ Fees. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement which might be due to strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, government action, inability to obtain delivery of parts, supplies or labor, labor conditions, earthquakes, acts of terrorism, or any other cause which is beyond the reasonable control of such party (“Force Majeure Events”).