TERMS AND CONDITIONS
FOR INVENTORY BUYERS

These Terms And Conditions for Inventory Buyers together with any Buyer Insertion Order (the “IO”) (collectively the “Agreement”), governs your access to and use of Monetize.com, Inc.’s products and services as described below, and constitutes a binding legal agreement between Monetize.com, Inc., a Nevada corporation located at 6320 Canoga Ave., Suite 200, Woodland Hills, California 91367 (“Monetize”) and You, the Buyer. This Agreement is effective (“Effective Date”) as of the date the IO is signed by You as evidenced by your dated signature on the IO. If no date is indicated, this Agreement goes into effect on the date Monetize receives the IO signed by You.

Monetize provides use of its proprietary trading technology platform and related software and services through which buyers of advertising inventory may purchase placements for display of their advertisements

  1. Definitions.
    1. “Ad(s) or Advertisements” means advertisement or other content including text, in-text, graphical, audio, video or other promotional activity provided by Buyers.
    2. “Bid” means the maximum amount a registered Buyer on the Monetize Platform is willing to pay for Placement of Buyer’s Ad on advertising Inventory.
    3. “Buyer” also known as advertiser or demand partner, shall mean Buyer, or any entity or person (including direct advertisers, agencies, ad networks, ad exchanges, and ad servers) that has contracted with Buyer to purchase, or to have Buyer purchase on its behalf, advertising Inventory for the purpose of displaying or delivering Advertisements.
    4. “Buyer Tags” means scripts provided by Buyer to Monetize that are designed to be inserted into the code of the Inventory, which scripts communicate with servers and request transmission from those servers of Ads.
    5. “Monetize Platform” means the proprietary trading technology platform, and related software and services, that allows for the targeted delivery of Ads on advertising Inventory
    6. “Impression” means an instance of a delivery of an Ad to advertising Inventory.
    7. “Intellectual Property Rights” means copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
    8. “Inventory” means the websites, mobile websites, applications, mobile applications, players, games, portals, devices or device applications through which a Buyer may choose to display Ads.
    9. “Placement(s)” means advertising opportunities offered on a publisher’s Inventory.
  2. Registration. To access and utilize the Services You may be required to complete the registration process to create an Monetize account (“Account”) by providing current, complete and accurate information as prompted by the registration form. You are responsible for any activities or actions under your Account, whether or not You have authorized such activities or actions, and You must promptly notify Monetize of any unauthorized use of your Account. Monetize will attribute all direction received from Account as authorized by You.
  3. Use of Monetize Services. Subject to the terms and conditions of this Agreement and any policies established by Monetize, Monetize hereby makes available to Buyers access to the Monetize Platform and other services that may be provided in relation to this Agreement (collectively referred to as “Services”). Buyers are hereby granted a limited, non-exclusive, non-transferable, revocable license (without any right to sublicense) during the Term of the Agreement to use the Services for your own internal use and solely for the purposes identified in the Agreement. In accessing Services, You may not (or authorize or encourage any third party to): (i) reverse engineer, decompile or disassemble any software components used to provide the Services, create any derivative works of the Monetize Platform, or use the Services to compete with Monetize in any way; (ii) use the Services in a manner that: (a) violates any applicable government laws, rules or regulations, any third party’s proprietary or privacy rights, or any Monetize Policies, or (b) is deceptive, unethical, false or misleading; (iii) interfere or attempt to interfere with the proper working of the Monetize Platform; or (iv) disseminate any malware, viruses, or other destructive code to the Monetize Platform.
  4. Advertising Policies. Each Buyer is solely responsible for all information and content (collectively "User Content") uploaded to or through, or that are served using, the Services. Each Buyer must ensure the quality, accuracy, legality and appropriateness of all User Content. Monetize will not be liable for any loss or damages incurred by Buyer, any publisher or third parties occurring as a result of User Content.
  5. Fulfillment of Winning Bids. In the event that Buyer’s Bid wins the auction as the highest bidder, an Advertisement shall be delivered to the applicable inventory, all in accordance with the winning Bid. The price payable by Buyer for the Ad served shall be calculated in accordance with an auction, where the price payable shall be an amount equal to the greater of the second highest bid or publisher-established floor price, plus $0.01. Absent written agreement to the contrary, Monetize makes no guarantees as to the pricing of any Inventory. Monetize or publishers may impose pricing floors or other limits on Inventory pricing. Monetize will track the number of impressions, inquiries, conversions, clicks, offers, installations, or other actions taken by third parties in connection with Ad, and all payment will be based on such measurements, which shall be final.
  6. Ownership. No licenses to any Intellectual Property Rights of Monetize are granted or shall be implied hereunder except to the extent necessary for the fulfillment of the purposes of this Agreement set forth herein. All Parties to this Agreement acknowledges that Monetize owns all right, title and interest in and to, and all Intellectual Property Rights embodied in, the Monetize Platform and Services, materials and other Monetize proprietary information and technology used by Monetize and its affiliates, including future developments and enhancements, made available in connection with the Services. Any feedback, comments, or suggestions You provide regarding the Services are entirely voluntary, and Monetize will be free to use, disclose, reproduce, and exploit feedback, comments or suggestions as it sees fit. The Parties to this Agreement acknowledge and agree that Monetize reserves the right, in its sole discretion and without incurring any liability to change, update or modify the Services at any time.
  7. Term and Termination.
    • 7.1. Term and Termination of Agreement. This Agreement shall start on the Effective Date and remain in effect until terminated under this Section (the “Term”). A party may terminate this Agreement for any reason or no reason upon sixty (60) days prior written notice to the other party of intent to terminate.

      Any party may terminate this Agreement effective immediately if the other party is in material breach of any obligation, representation or warranty hereunder and fails to cure such material breach (if capable of cure) within 30 days after receiving notice of the breach from the non-breaching party. A party may terminate immediately upon notice at any time if: (a) a party to this Agreement files a petition for bankruptcy or is adjudicated as bankrupt; (b) a petition in bankruptcy is filed against a party and such petition is not removed or resolved within 60 calendar days; (c) a party to this Agreement makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to bankruptcy law; (d) a party discontinues its business; (e) a receiver is appointed over all or substantially all of a party’s assets or business; or (f) a party is dissolved or liquidated.

    • 7.2. Termination by Monetize. In addition to the foregoing, and notwithstanding anything to the contrary herein, Monetize may, in its sole discretion, deny as to any Buyer the use of the Services for cause including, but not limited to violation of the terms and conditions set forth in this Agreement.
  8. Warranties and Representations
    • 8.1. Each party to this Agreement represents and warrants that: (i) it has all necessary rights and authority to enter into and to perform its obligations hereunder, and that its signatory is fully authorized to agree to these terms; (ii) it will conduct its business and fulfill its obligations hereunder in compliance with its published privacy and other policies and with all applicable laws, rules and regulations.
    • 8.2. Disclaimer of Warranties. MONETIZE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND REGARDING THE SERVICES, AND EXCEPT AS EXPLICITLY PROVIDED HEREIN, MONETIZE HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR FREE OPERATION, QUALITY, ACCESSIBILITY, NON-INFRINGEMENT OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. SERVICES ARE PROVIDED ON AN “ASIS” AND “AS AVAILABLE” BASIS. THE SERVICES AND MONETIZE PLATFORM MAY BE INACCESSIBLE, UNAVAILABLE OR INOPERABLE FOR ANY REASON FROM TIME TO TIME. FURTHERMORE MONETIZE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND MONETIZE PLATFORM WILL OPERATE SECURELY, ERROR-FREE OR WITHOUT INTERRUPTION.

      WITHOUT LIMITING THE FOREGOING, MONETIZE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO ANY THIRD-PARTY PRODUCT, SERVICE OR COMPONENT PROVIDED THROUGH OR AS PART OF THE SERVICES. THERE ARE NO INTENDED THIRD-PARTY BENEFICIARIES OF MONETIZE’S DUTIES OR OBLIGATIONS UNDER THE AGREEMENT, AND NO THIRD PARTY SHALL BE PERMITTED TO ASSERT ANY CLAIM AGAINST MONETIZE RELATING TO THE AGREEMENT AS AN INTENDED THIRD PARTY BENEFICIARY.

  9. Limited Liability. EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, NEITHER PARTY IS LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF A PARTY’S CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT WILL EACH PARTY’S LIABILITY AND DAMAGES UNDER THIS AGREEMENT EXCEED THE SUM OF THE TOTAL AMOUNTS PAID OR PAYABLE TO MONETIZE UNDER THIS AGREEMENT BY BUYER DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM FIRST AROSE. THE PARTIES AGREE THAT THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE FOREGOING LIMIT.
  10. Indemnification.
    • 10.1. Each party (“Indemnitor”) agrees to defend, indemnify, and hold harmless the other party (and their respective officers, directors, employees, shareholders, affiliates, representatives and agents) (collectively, “Indemnitee”) from and against any and all claims, liabilities, losses, damages, injuries or expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) directly or indirectly arising from any third-party claim relating to:
      (a) Indemnitor’s violation of any applicable law or regulation; (b) Indemnitor’s gross negligence or willful misconduct; (c) Indemnitor’s breach of the Agreement, or (d) infringement or violation of a third party’s intellectual property, privacy or other rights by Indemnitor’s products, services or conduct.
    • 10.2. The Indemnitee must: (i) give the Indemnitor prompt written notice of the claim (in the event of delay in providing such notice, the Indemnitor shall be relieved of its obligations to the extent the delay prejudices its ability to effectively defend or settle the claim); (ii) cede full control over the defense and settlement of the claim to the Indemnitor (although the Indemnitor shall provide reasonable cooperation in the event the Indemnitee chooses to involve independent counsel at its own expense; (iii) provide such reasonable assistance and cooperation in connection with the defense and settlement of the claim as the Indemnitor may reasonably request, at the Indemnitor’s reasonable expense; and (iv) comply with any settlement or court order made in connection with the claim (provided that the Indemnitee shall not be unreasonably required to consent to any settlement that adversely affects its interests).
  11. Confidentiality.
    • 11.1. In the course of our dealings under this Agreement, the parties may exchange “Confidential Information,” defined as any trade secrets, or non-public or proprietary information or materials, including but not limited to financial status, sales and business plans and strategies, patent applications, or other intellectual property provided by the disclosing party (“Discloser”), that is designated inwriting as confidential, or that ought to be considered confidential by the receiving party (“Recipient”) based on the nature of the information or materials and the circumstances of disclosure. For three (3) years from the date of disclosure of the relevant Confidential Information: (a) the Recipient will not use the Discloser’s Confidential information other than in furtherance of the business relationship in accordance with these terms; and (b) the Recipient will not disclose the Discloser’s Confidential Information except to the Recipient’s employees, contractors, directors, shareholders and legal and financial advisers who have a reasonable “need to know” and are bound by reasonable confidentiality obligations comparable to those herein; provided, however, that Recipient’s confidentiality obligations regarding trade secrets shall be perpetual. The Recipient will take the same precautions to safeguard the Discloser’s Confidential Information as for its own Confidential Information, but not less than reasonable measures. Each party retains exclusive ownership of its own Confidential Information.
    • 11.2. The confidentiality restrictions of this Section 11 shall not apply to information that: (i) was independently developed without any use of the Confidential Information of the Discloser as established by written evidence; (ii) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the Recipient; (iii) was rightfully known to the Recipient, without restrictions on disclosure, prior to the time of disclosure; or (iv) is disclosed pursuant to applicable law or the order or requirement of a court, administrative agency or other governmental body (provided Recipient uses reasonable diligence to limit disclosure, and to obtain confidential treatment for the relevant Confidential Information or an appropriate protective order, and has provided Discloser reasonable notice to enable Discloser to participate in the legal proceedings).
  12. Miscellaneous
    • 12.1. Force Majeure. No party shall be liable for, or considered in breach of or default under this Agreement on account of, any delay or failure to perform as required (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence; provided that the nonperforming party gives prompt notice under the circumstance.
    • 12.2. Assignment. This Agreement may not be assigned without the express prior written consent of the non-assigning party. Notwithstanding the foregoing, the assigning party shall not be required to obtain consent for assignment or transfer made by: (a) operation of law, or (b) to an entity that acquires substantially all of the party's stock, assets or business.
    • 12.3. Entire Agreement, Modification, Waiver. This Agreement and all addenda and terms and conditions incorporated by reference herein are intended to be the parties' complete, integrated expression of the terms of their agreement and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein, and may only be modified in writing by authorized representatives of the parties. Failure of a party to require strict performance of any provision shall not affect that party's right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
    • 12.4. Survival & Severability. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening. The parties hereto acknowledge that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation of all the risks (both known and unknown) associated with the transactions contemplated hereunder. In the event that any provision of this Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.
    • 12.5. 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 such counterparts together shall constitute one and the same instrument. For purposes hereof, a scanned or facsimile copy of this Agreement shall be deemed to be an original.