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Matomy Media Ltd. – Publisher Agreement (the "Agreement")

1. Conditions

A. In order to be eligible to become a Matomy Media Ltd. publisher (the "Publisher" or "You"), all websites or affiliated websites or Publishers must meet the following criteria:

1. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.

2. Be fully functional at all levels; no "under construction" sites or sections.

3. Working directly with our partners is not allowed, during the first 3 months following termination of our relationship.

B. The content of the Publishers, websites or affiliated websites cannot infringe on any personal data and/or any third party intellectual property rights and/or copyrights, trademarks and must meet the following conditions:

1. Does not include any racial, ethnic, political, hate-mongering or otherwise objectionable content

2. Does not include any investment, money-making opportunities or advice not permitted under law

3. Does not include any gratuitous violence or profanity

4. Does not include any material that defames, abuses, or threatens physical harm to others

5. Does not promote any illegal substances or activities, such as illegal online gambling, how to build a bomb, counterfeiting money, etc.

6. Does not include any Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc)

7. Does not include any hacking or Phreaking.

8. Does not include, promote or otherwise endorse any illegal activity

9. Does not include any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.

2. Termination

This Agreement shall commence upon Your acceptance and remain in effect until terminated. Unless stated otherwise in the relevant insertion order, this Agreement may be terminated by either party upon one (1) business days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Matomy Media Ltd. reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

3. Online Reports

Publisher will be granted access and may view the online reports relating to its activity within the Matomy Media Ltd. reporting system which during the relevant month are only estimated non-final numbers that may be changed or adjusted by Matomy Media Ltd. until 15 days after the end of the relevant month. Campaigns can be customized at any time by the Matomy Media Ltd. team to comply with Advertiser’s ad serving numbers and instructions. At the end of the month the reports will be frozen and within 15 days will include the definitive numbers of earnings as maybe adjusted as aforesaid. Publisher agrees that Matomy Media Ltd. stats will be final and binding in every case and serve as the sole basis for the calculation of Your payments.

4. Representations and Warranties

You represent and warrant as follows:

· Your Media is and will be compliant with all applicable laws and regulations and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content or which are otherwise not permitted;

· You have and will maintain during the entire term of our business cooperation a process for reporting and removing infringing content which will be made publicly available through your website allowing third parties to report and demand removal of infringing and/or allegedly infringing content.

· You will not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable or non-permitted content;

· You will not engage, promote or endorse in any illegal activity;

· You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;

· You agree to not use deceit when marketing Advertiser's offers or presenting these offers to consumers;

· You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;

· You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the site tags, source codes, links, pixels, modules or other data provided by or obtained from Matomy Media Ltd. that allows Matomy Media Ltd. to measure ad performance and provide its service ("Site Data"). You acknowledge that transactions which are not duly tracked and registered will not be eligible for payment;

· If instructed to do so by Matomy Media Ltd. and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;

· You acknowledge that Matomy Media Ltd. does not represent, warrant, or make any specific or implied promises regarding the Advertiser programs made available to you through the Matomy Media Ltd. network (the "Program(s)"), including as to the successful outcome and/or generation of revenues;

· You will display the creative exactly as it appears on the Program and will not alter any creative that has been provided to You in any manner;

· You are exclusively responsible for all associated liabilities, expenses, claims, costs and legal fees resulting any fraudulent or non-compliant activities conducted, directly or indirectly, by You;

5. Placement of Ads

Without derogating from the aforesaid, You may NOT place any Matomy Media Ltd. advertisements on alternative publishers or websites without written consent and approval of Matomy Media Ltd. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA)/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, Matomy Media Ltd. reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against You and/or demand financial compensation, based on the damages incurred by Matomy Media Ltd. as a result thereof.

6. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL MATOMY MEDIA LTD. BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF MATOMY MEDIA LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MATOMY MEDIA LTD. DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY MATOMY MEDIA LTD. , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MATOMY MEDIA LTD. DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY Matomy Media LTD. IS ACCURATE, COMPLETE OR CURRENT.

7. Indemnity

You shall indemnify, defend and hold Matomy Media Ltd. harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the services provided by Matomy Media Ltd., including acts or omissions by any third party affiliates acting through You and/or Your network; (b) improper operation of a Program; or (c) breach or violation of this Agreement.

8. Assignment and Jurisdiction

Matomy Media Ltd. may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Matomy Media Ltd. which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the State of Israel. You expressly consent to the exclusive venue and personal jurisdiction of the State of Israel for any actions arising from or relating to this Agreement.

9. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

10. Force Majeure

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

11. Miscellaneous

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier. Matomy Media Ltd. reserves the right to change any conditions of this contract at any time. You may refer contract revisions in our website: http://www.matomymedia.com/publishers/publisher-agreement/

The latest Terms and Conditions of Matomy Media Ltd. as published on http://www.matomymedia.com/publishers/publisher-agreement/ (the "Terms") bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Matomy Media Ltd. The latest Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Matomy Media Ltd., including under any future activity or subsequent insertion orders.

You hereby designate and appoint Matomy Media Ltd. and its duly authorized representatives to act for and in your behalf to fill and submit any registrations and/or applications which may be required by various third parties in connection with the provision of the services provided by Matomy Media Ltd. pursuant to these Terms. You irrevocably waive any claim and/or demand towards Matomy Media Ltd. as a result thereof, including with respect to any use which may be made by any third party in connection with any such registrations and/or applications and acknowledge that this appointment is reasonable and necessary for granting You access to certain offers.

12. Publisher Earnings

Publisher earnings shall be in accordance with the payout rates set forth in the applicable insertion order.

13. Payments
Matomy Media Ltd. will pay Net 35. Payments Methods: Wire /Payoneer / PayPal (paypal payment is limited to not more than $10,000).

Minimum payment amounts: Wire-50 USD. Paypal-10 USD. Payoneer-20 USD. If the balance is less, Matomy Media Ltd. will add any unpaid amounts to the next payment which meets Minimum payment threshold.

Publisher is responsible to fill in valid and complete payment details in the Online Matomy Finance Platform at http://pubhub.matomy.com/login.

Publisher is responsible for approving all pending invoices in the Online Matomy Finance Platform at least 10 days prior to the payment date. Any invoice approved later, will be paid on the next payment cycle.

Publisher is responsible for the payment of any taxes, fees, duties that may be levied or assessed in connection with this Agreement. Matomy Media Ltd. Is entitled to make any deductions or withholdings which may be due without any additional payment.

For any finance inquiries publisher can contact billing@matomymedia.com.