TERMS AND CONDITIONS

1. Revenue Sharing; Reporting; Payment.

1.1 In consideration of the use of the CPM Data Technology on the Partner Sites and the licenses and other rights granted to CPM under the terms of this Agreement, CPM shall provide Partner with access to certain CPM tools and reports that provide insight and analytics with respect to Partner Sites. In addition, CPM shall pay to Partner a revenue share of the Data Revenue, during such periods during the Term as the CPM Data Technology is Fully Operative (as defined below) on the Partner’s Sites. For purposes hereof: "Data Revenue" means cash proceeds that CPM receives from third parties during the Term (as defined in Section 10) of this Agreement from any sale by CPM of the data from the CPM Cookies generated from Partner’s Sites ("Qualified Data"), calculated on a proportional basis to reflect Partner’s relative contribution through the CPM Cookies to the overall data set being sold; and "Fully Operative" means that the CPM Data Technology is: properly installed on Partner’s Sites, actively placing CPM Cookies on Visitors’ computers, and actively generating Qualified Data.

1.2 For each calendar month during the Term of this Agreement and within approximately thirty (30) days after the expiration or termination of this Agreement, CPM shall provide Partner with a report of the amount of Data Revenue accrued by CPM for the relevant month being reported (each, a "Report"). CPM shall pay Partner its share of the Data Revenues actually collected on a quarterly basis during such quarter within approximately thirty (30) days after the end of the relevant calendar quarter (each, a "Quarter"). Payment of Partner’s share of Data Revenue shall be calculated solely based on records maintained by CPM. No other measurements or statistics of any kind shall be used for such calculation or have any application under this Agreement. All information in the Reports provided to Partner will be Confidential Information of CPM subject to Section 5 of this Agreement. If the Data Revenue share payable to Partner for any Quarter is less than one hundred dollars ($100), CPM will not pay the revenue share until the total amount due is at least $100 or (if earlier) if such amount represents the remaining balance due as of the expiration or termination of this Agreement. Payment of Partner’s share of Data Revenue shall be by check drawn on a US bank in US Dollars. Data Revenue collected by CPM in non-U.S. currencies shall be converted to US Dollars before computing and paying to Partner its revenue share.

1.3 Each Party is responsible for timely and accurate reporting of, and timely payment of, all applicable income taxes relative to its income from this Agreement.

2. Implementation and Operation.

2.1 Partner is solely responsible for the Partner Sites in any and all respects, including, without limitations, all content and materials thereon, the maintenance and operation thereof, the proper use of the CPM Data Technology in accordance with CPM’s specifications on Partner Sites, and the adherence to the terms of this Agreement. Without limiting the foregoing, Partner will ensure that the use of the CPM Data Technology as described herein is permitted by the applicable privacy policy, terms of use and/or terms of service applicable to Visitors to the Partner Sites (collectively, "Visitor Terms"), and that such policies are consistent with the terms of this Agreement. Partner will comply with all applicable laws, statutes, regulations, self-regulatory principles, and codes of practice applicable to deployment of the CPM Data Technology on the Partner Sites, and will clearly disclose the types of collection and use of data through the CPM Data Technology and CPM Cookies, and appropriate notice and choice mechanisms as required by such regulations or principles, including through a link to the Network Advertising Initiative opt-out mechanism or such other mechanism as CPM may designate. CPM shall have no liability resulting from any failure by Partner to make such disclosures or comply with such regulations or guidelines. During the Term, Partner shall maintain the CPM Data Technology as Fully Operative on the Partner Sites; provided, that if the Partner believes in good faith that the CPM Data Technology is materially impacting in a negative fashion the functionality or technical performance of the Partner Sites (a "Non-Conformity"), Partner may, upon written notice to CPM, remove the CPM Data technology from the Partner Sites until such time as the Non-Conformity is remediated by CPM to the reasonable satisfaction of Partner.

2.2 Except as otherwise expressly stated herein, CPM makes no representations, warranties or guarantees regarding the CPM Data Technology, the CPM Cookies or other CPM Property (as defined below in Section 4.4), the use of the Qualified Data, the number or amount of any payments , which may become payable, to Partner by CPM hereunder.

3. Data Collection. CPM shall have the sole right and discretion to determine, direct and change from time to time which CPM Cookies and/or Qualified Data are collected and generated from the Partner Sites; provided, that, CPM shall not (a) directly or indirectly access, launch, and/or activate any software application, "crawl", "spider", index or use any means other than the CPM Data Technology to obtain Qualified Data in accordance with the terms herein; or (b) collect or attempt to collect any personal offline contact information about Visitors through use of CPM Data Technology on the Partner Sites. Without limiting the foregoing, CPM may at any time disable the collection or use of Qualified Data from the Partner Sites, and Partner will not be entitled to any Data Revenue with respect to such periods of suspension.

4. Cross-Licenses; Use Restrictions; Intellectual Property Ownership.

4.1 Subject to the terms of this Agreement, during the Term, CPM hereby grants Partner a non-exclusive, non-transferable, worldwide, fully paid-up, royalty-free license to install the CPM Data Technology on the Partner Sites solely in connection with the Partner’s performance of this Agreement. The forgoing license does not permit use or access of the CPM Property (as defined below) for any other purpose, including, without limitation, any purpose that would be competitive with CPM, nor does the license permit use of or access to the CPM Property by any other person or entity.

4.2 Partner agrees that it shall treat the CPM Property (as defined below) as proprietary and confidential to CPM and that it shall not divulge, share, disclose or grant access to, any such proprietary information to any person or organization, except as expressly permitted hereunder. Partner shall not, except as otherwise expressly permitted herein or with the prior written consent of CPM, (a) expose or publish any component of the CPM Property, (b) copy, alter, modify, create derivative works, reverse engineer or adapt the CPM Property, or any component thereof, including, but not limited to, translating, decompiling, disassembling or otherwise attempting to derive the source code therein, (c) make any component of the CPM Property available to or grant access to any other person or entity, directly or indirectly, for any of the foregoing or for any other use, or (d) allow, assist or permit others to do any of the foregoing.

4.3 During such time as the CPM Data Technology installed on the Partner Sites, Partner grants CPM a non-exclusive, non-transferable, worldwide, fully paid-up, royalty-free license to access and use the Partner Sites to enable CPM to deploy and use the CPM Data Technology, place CPM Cookies, and to collect and use Qualified Data. In addition, Partner hereby grants CPM a non-exclusive, worldwide, fully paid-up, royalty-free right and license to collect, compile lists of, analyze, use, copy, modify, create derivative works from, market, publish, sell, re-sell and distribute the Qualified Data, in whole or in part in connection with Advertising Programs. Notwithstanding anything to the contrary in the foregoing, the licenses granted to CPM pursuant to this Agreement shall, with respect to Qualified Data generated prior to the effective date of termination of this Agreement, survive the termination of this Agreement for a period of sixty (60) days following the effective date of termination of this Agreement.

4.4 Nothing in this Agreement and no use of the licenses granted herein, shall vest in Partner or be construed to vest in Partner, any right, title or interest in or to the Advertising Program, CPM Data Technology, CPM Cookies, other proprietary data or technology of CPM described in this Agreement, CPM’s software, technology, advertising programming, specifications, materials, guidelines or documentation relating to the Advertising Program or used in operating CPM’s business, the methodology used to generate CPM Cookies or collect Qualified Data, or any of CPM’s Intellectual Property Rights in the foregoing (collectively, the "CPM Property"). Partner acknowledges that CPM owns all right, title, and interest in and to the CPM Property. For the purposes of this Agreement "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secrets law and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

5. Confidential Information.

5.1 "Confidential Information" means information about the disclosing Party’s business or activities that are confidential or not otherwise generally available to the public, which shall include (a) as confidential information of CPM only (i) the CPM Property; (ii) statistics and data relating to Advertising Program, the identities of CPM’s third party advertisers and/or data partners, third party online advertising and marketing campaigns or the related revenues or performance of the foregoing, and (iii) the revenue sharing and payment terms of this Agreement; (b) all business, financial, technical and other information or materials of the disclosing Party marked or affirmatively designated by such Party as "confidential"; and (c) information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential; provided that, information shall not be considered Confidential Information of a Party if it can be shown that such information: (w) is known to the recipient from a source other than one having an obligation of confidentiality to the providing Party; (x) hereafter becomes known (independently of disclosure by the providing Party) to the recipient directly or indirectly from a source other than one having an obligation of confidentiality to the providing Party; (y) is or has become generally available to the public, except through a breach of this Agreement by the receiving Party; or (z) was independently developed by the receiving Party without use of or reference to the other party’s Confidential Information. Notwithstanding anything to the contrary in this Agreement, Qualified Data shall not be deemed to be Confidential Information of either Party for purposes of this Agreement.

5.2 The Parties recognize that, in connection with the performance of this Agreement, each of them may disclose to the other Confidential Information, including the creation of materials and the development of technology and techniques that are not generally known in the industry and which gives the disclosing Party a competitive advantage. Each Party receiving any Confidential Information of the other Party agrees to maintain the confidential status of such Confidential Information in strict confidence and not to use any such Confidential Information for any purpose other than for the purposes of performing under this Agreement and not to disclose or use any such Confidential Information for the benefit of any third party except as permitted by this Agreement. Upon expiration or termination of this Agreement, the receiving Party shall, upon written request of the disclosing Party, promptly return to the other Party or destroy, at the disclosing Party’s option, all tangible materials that contain or comprise Confidential Information. Each Party may retain an archival copy of Confidential Information disclosed to it hereunder, solely as necessary for compulsory written record-keeping policies and/or legal compliance purposes.

5.3 The Parties acknowledge and agree that each of them may disclose any given Confidential Information: (a) as required by applicable law or generally accepted accounting practices; (b) to their respective directors, officers, employees, attorneys, accountants, other advisors or independent contractors and to prospective investors or purchasers in connection with a pending investment in or acquisition of disclosing Party, who are under an obligation of confidentiality no less stringent than set forth herein, on a "need-to-know" basis for purposes of performing this Agreement; or (c) in connection with disputes or litigation between the Parties that relates to such Confidential Information, and each Party shall endeavor to limit disclosure to that purpose. In the event that the receiving Party is ordered to disclose the other party’s Confidential Information pursuant to a judicial or governmental request, requirement or order, the receiving Party shall promptly notify the other Party of such order (if permitted to do so under applicable law) and take reasonable steps, at the disclosing Party’s expense, to assist the disclosing Party in contesting such request or requirement, or obtaining a protective order.

6. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.2, CPM MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ADVERTISING PROGRAM, THE CPM DATA TECHNOLOGY, CPM COOKIES, OTHER CPM PROPERTY OR ANY OTHER TECHNOLOGY, PRODUCTS, SERVICES OR INFORMATION (or the accuracy, correctness, QUALITY, RELIABILITY, CONTINUED AVAILABILITY OR completeness thereof), AND CPM EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING ANY OF THE FORGOING, PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CPM PROVIDES THE CPM PROPERTY AND/OR ALL OTHER TECHNOLOGY, PRODUCTS, SERVICES OR INFORMATION ON AN "AS IS" BASIS, AT PARTNER’S SOLE RISK.

7. Limitations of Liability. EXCEPT PURSUANT TO SUCH PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, IN CONNECTION WITH A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 5, IN THE CASE OF SUCH PARTY’S INTENTIONAL BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR IN THE CASE OF ANY VIOLATION OF SECTION 2.1, 4.2, OR 8.1 BY PARTNER, (A) NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (B) A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT (FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT COMBINED) IS LIMITED TO THE AGGREGATE AMOUNT OF PAYMENTS PAID BY CPM TO PARTNER DURING THE IMMEDIATELY PRECEDING THREE MONTH PERIOD. Each Party acknowledges that the other Party has entered into this Agreement relying on the warranty disclaimers and limitations of liability stated in Sections 6 and 7 and that those disclaimers and limitations are an essential basis of the bargain between the Parties.

8. Representations and Warranties.

8.1 Partner represents and warrants that, during such time as the CPM Data Technology is installed on the Partner Sites: (a) Partner is the owner of the Partner Sites; (b) Partner has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of Partner hereunder; (c) the Visitor Terms permit the activity contemplated hereunder, including the collection of data through the use of the CPM Cookies and the use, license and resale of the Qualified Data, and otherwise fully comport with, and do not conflict in any respect with, the terms of this Agreement; (d) Partner will, in connection with the operation of the Partner Sites and the activity contemplated hereunder, including the use of the CPM Cookies and the collection and use of Qualified Data, comply with all applicable laws, statutes, ordinances, regulations, and self-regulatory principles in any territory with jurisdiction over Partner’s activity, including, without limitation, applicable privacy and information security laws and regulations (collectively, "Laws"); and (e) none of the Partner Sites are directed to individuals under the age of 13, as defined and interpreted under the U.S. Children’s Online Privacy Protection Act of 1998 (15 U.S.C. 6501 et seq.) and the Federal Trade Commission’s subsequent rules.

8.2 CPM represents and warrants that as of the date of this Agreement (a) CPM is the legal owner of the CPM Data Technology or is legally authorized to act on behalf of the owner of the CPM Data Technology; and (b) CPM has all necessary right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

9. Indemnity. Each Party shall indemnify and defend the other Party, and its affiliates and subsidiaries and their respective directors, officers, employees and agents, from and against all claims, damage, loss, liability, cost or expense, including court-ordered legal fees, in connection with or as a result of any claim by a third party against the relevant person entitled to indemnification hereunder (the "Indemnitee") based upon the breach or alleged breach of a party’s representations and warranties set forth in Section 8.1 or 8.2, as the case may be, or Partner’s breach of Section 2.1; provided that, the relevant indemnifying party: (a) is promptly notified in writing; (b) is given full assistance by the relevant Indemnitee and the opportunity to control the defense; (c) shall not settle any claim without the prior written consent of the relevant Indemnitee, not to be unreasonably withheld or delayed; and (d) provides full opportunity for the Indemnitee to participate, at its own expense, in the defense and any settlement discussion, on a monitoring, non-controlling basis. Notwithstanding the foregoing, in the event the indemnifying Party waives its obligation of defense, whether in writing or by a failure to respond to or defend the claim in a timely and reasonable manner, such indemnifying Party will indemnify the Indemnitee for all reasonable attorney’s fees and costs incurred in connection with the Indemnitee’s defense and/or settlement of the relevant claim.

10. Term and Termination.

10.1 Term of Agreement. Unless earlier terminated as set forth in Sections 10.2 or 10.3, the term of this Agreement will begin on the Effective Date and will remain in effect for one (1) year thereafter ("Initial Term"). At the end of the Initial Term, this Agreement shall be automatically renewed for successive one year terms (each a "Renewal Term") unless either Party gives the other Party notice at least thirty (30) days in advance of the expiration of the then current term that it does not wish to renew. As used herein, "Term" shall collectively refer to the Initial Term and any and all Renewal Terms collectively, as the same may be terminated prior to the end of the Initial Term or the relevant Renewal Term (as the case may be) pursuant to Sections 10.2 or 10.3.

10.2 Termination for Cause. This Agreement may be terminated by either Party upon written notice to the other Party in the event that: (a) the other Party commits a material breach of any material obligation hereunder which is not remedied to the reasonable satisfaction of the Party seeking termination within thirty (30) days after the other Party’s receipt of written notice specifying such breach in reasonable detail; (b) the other Party ceases to function as a going concern or to conduct its operations in the normal course of business; or (c) receivership, bankruptcy or insolvency proceedings are commenced by or against the other Party, or an assignment for the benefit of creditors of the other Party occurs, or upon the voluntary winding up or liquidation of its business by the other Party, whether or not with the aid and assistance of any court.

10.3 Termination for Convenience. Either Party may terminate this Agreement for convenience (i.e., without cause) by providing the other Party at least thirty (30) days’ prior written notice of the intention to terminate.

10.4 Obligations upon Termination. Upon expiration of the Term or earlier termination of this Agreement under this Section 10, each of the Parties shall pay the other Party all amounts then due and owing under this Agreement within thirty (30) days following such termination. Further, all licensed rights granted hereunder, other than pursuant to Section 4.3, will automatically terminate upon the effective date of termination or expiration (without renewal) of this Agreement. Partner shall remove the CPM Data Technology from the Partner Sites. CPM shall have no liability or obligation to Partner with respect to any failure by Partner to remove the CPM Data Technology from the Partner Sites.

10.5 The provisions of Sections 4.2, 4.3, 4.4, 5, 6, 7, 8.1, 9, 10.4, 10.5 and 11 shall survive expiration of the Term or earlier termination of this Agreement.

11. Miscellaneous.

11.1. Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to any conflict of laws provisions thereof. Any dispute arising out of or in connection with this Agreement (including for equitable relief) shall be resolved by binding arbitration under the current expedited procedures applicable to the then-current commercial arbitration rules of the American Arbitration Association. The place of arbitration shall be New York, New York. Any award rendered by the arbitrator shall be final and binding upon the Parties, and judgment upon any such award rendered may be entered in any court having jurisdiction. Each Party shall pay its own expenses of arbitration, and the expenses of the arbitrator shall be equally shared between CPM and Partner unless the arbitrator assesses as a part of his or her award all or any part of the arbitration expenses of a Party (including reasonable attorneys’ fees) against the other Party.

11.2 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party (which may be withheld in its sole discretion); provided, however, that either Party may assign this Agreement to a subsidiary or to an acquirer of its business or assets, in whole or in part, without the consent of the other Party. Any attempted assignment or delegation in violation of this Section 11.2 shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns.

11.3 Independent Contractors. The Parties are independent contractors and nothing contained in this Agreement shall be construed to constitute the Parties as partners, joint ventures, co-owners or otherwise in a joint or common undertaking. Neither Party shall have authority to act for or on behalf of the other Party unless such authority is expressly granted pursuant to (a) this Agreement or (b) a written instrument executed by a duly authorized officer of the Party on behalf of which the other Party purports to act.

11.4 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.

11.5 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the Parties’ intent in agreeing to the original provision. The remaining provisions of the Agreement will remain in full force and effect.

11.6 Headings. The section headings of this Agreement are for convenience only and will neither be considered a part of, nor affect the construction or interpretation of, any provision of this Agreement.

11.7 Entire Agreement. This Agreement contains the entire agreement of the Parties hereto relating to the subject matter hereof and supersedes all prior communications, representations, covenants or other agreements relating to the subject matter hereof.

11.8 Changes to Agreement and Notices. CPM may modify this Agreement or any additional terms. In such event, CPM shall provide notice of any such modifications to Partner, either by posting such notice on CPM’s website or otherwise. Such modifications will not apply retroactively and will become effective no sooner than fourteen (14) days after CPM provides notice thereof; provided that any modification addressing new functions for CPM’s service or made for legal reasons will be effective immediately upon delivery of such notice. If Partner does not agree to the modified terms and conditions, it may discontinue its use of the CPM Data Technology and terminate this Agreement. If there is a conflict between these Terms and Conditions and any such modifications, the modifications will control to the extent necessary to resolve that conflict.

11.9 Consent to Electronic Contracting. By indicating its acceptance below, Partner acknowledges and agrees that it has the ability to enter into agreements electronically, and that its electronic submissions constitute its agreement and intent to be bound by these Terms and Conditions, and to contract electronically with respect to the CPM Data Technology and Partner’s use thereof.

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