This Publisher’s Agreement herein after referred to as the Agreement regulates the relations between the Publisher and VerusMedia, a division of Jinglz, Inc. located at PO Box 743041  Boynton Beach, FL 33474. The Partnership is validly incorporated according to Florida state laws, USA. The Agreement comes to the enforcement the moment the Publisher agreed upon, filled out and submitted the online registration form. As well, it administers and controls advertising matters served on Websites and platforms that belong to the Publisher. Upon submission of the online registration form, the Publisher and VerusMedia automatically agree upon following conditions:

1) VerusMedia plans advertising campaigns and buys advertising media on behalf of it’s clients.

2) The Publisher commissions and entrusts VerusMedia to perform the digital media purchases and ad campaign planning.

3) The Publisher commits to sell certain advertising products of it’s own choice and selection which will support the ad campaigns functioning on the Advertiser’s side.

4) The Publisher is interested in selling certain products or services and VerusMedia is interested in buying them in the full correspondence with the functioning Agreement standards listed below:

THE TERMS (insert “ad revenue” and “clear funds”)

“Advertiser” depicts the client of VerusMedia, the agent whose authorized creative (ad material) is delivered through the Publisher’s website or platform.

”Advertising Material” notion may involve different creative types and formats: the logo, graphic material, textual material, hallmarks or copyrighted banners, pop-ups, videos, buttons and other elements that bear Advertiser’s authorship.

“Approved Monthly Delivery” signifies the inventory which should be delivered according to the monthly campaign’s calendar plan, this inventory amount can be found in the Order.

“Approved Monthly Spend” signifies the maximum amount of money spend defined by VerusMedia, in case such limit is specified in the Order, VerusMedia holds full responsibility for it in each specified calendar months.

“VerusMedia HTML Insertion Code” is a string of code applied on the Publisher’s website in order to deliver the advertising material of the Advertiser.

“VerusMedia Network” represents the advertising network that belongs to VerusMedia and is run by VerusMedia.

“Impressions” signifies how many times the creative has been shown to the visitor on the Publisher’s website or platform.

“Order” is an identifier of the order that the Publisher accepts, it is provided by VerusMedia via the Internet. It represents the Publisher’s proposition for the request that VerusMedia accepts.

”Earnings of the Publisher” the gross revenue generated by VerusMedia running campaigns on behalf of the Publisher.

“Earnings of the VerusMedia” is a relative revenue earning defined on the VerusMedia company level and that belongs to VerusMedia.

VerusMedia defines the earnings of VerusMedia based on the relevant variabilities, including but not limited to the following metrics measured during the ad campaign: CPA, CPC or CPM, also the campaign’s overall performance, how well it performs on the Publisher’s website, costs for the technological advancements and operational expenditures related to VerusMedia Network.

THE AGREEMENT

Part 1. Ordering and Delivering.

1. Overall regulation. For the sake of smooth mutual campaign management, the parties may reconsider and subsequently reconstruct the Terms of the Advertising Materials delivery on the Publisher’s inventory.

Part 2. Obtaining the Payment.

2.1. Obtaining the payment. The Publisher can get the total earnings obtained during a 60-day period following each month. The payment will take into account the actual number of impressions approved by VerusMedia and served on the Publisher’s inventory. Prior to that, VerusMedia receives the payment from the advertiser on the Publisher’s behalf according to the part 3.2.

The minimum payment made to the Publisher is $100. In order to receive the payment, it is important to be sure the sum has reached the minimum level on the Publisher’s account.

2.2. VerusMedia functions as an Ad Exchange, therein it depends on the  Advertisers to issue the payment before VerusMedia will be able to pay the Publisher. VerusMedia will make all possible efforts to ensure the payment share that is credited  to the Publisher is paid in time, that is within 60 days after such payment is obtained from the Advertiser. VerusMedia cannot be held accountable for the purchases committed by the Advertiser, therefore cannot guarantee that the Publisher’s inventory will be purchased.

Accordingly, payment for the display of each Advertisement is strictly subjected to and conditional upon the payment of fees for the same Advertisement (“Ad revenue”) by the relevant Advertiser. The payment procedure for the advertisement display is subjected to the fees and “Ad revenue” fees payment by the Advertiser. Thus, VerusMedia should not be held liable for the full payment in case some segment of it wasn’t provided by the Advertiser. In other words, the Publisher must accept that VerusMedia is not responsible for the insufficient Ad revenue delivered from the Advertiser to the Publisher through the system.

2.3. Ad Revenue Accountability. The Publisher acknowledges the fact that VerusMedia operates only as a service provider and as the agent for Advertisers. VerusMedia can be accountable only for the revenues actually obtained from the Advertiser which represent funds that can be immediately obtained, (referred to in this Agreement as “Cleared Funds”). VerusMedia fully accepts the responsibility to control the billing process and the procedure of payment collection from the Advertiser to make it timely and unobstructive. The right to revise or cancel the payments will be reserved by VerusMedia in cases where the terms and conditions of service were severely violated by the Publisher. The clicks on the house banners are not subjected to payment by VerusMedia and will not deliver revenue to the Publisher.

2.4. Obtaining the Invoice.

• When an invoice is submitted by the Publisher, the invoice should indicate the correct billing period. Invoicing takes place monthly and it should indicate the time period following the month after delivery.
• Only invoices of actually delivered ads will be considered. The contracted numbers may be different from the actual number of ads delivered. When 60 days of receipt pass, invoices obtained by VerusMedia will be processed. In some cases VerusMedia may adjust the invoice if there are discrepancies  and notify the Publisher via email.
• In the event the Publisher doesn’t provide their own invoice, VerusMedia will make a determination of the Publisher’s balance on the month following the delivery of the ads.
• The revenue will be calculated by the VerusMedia tracking system which determines the actual traffic provided. The amount of traffic is then multiplied by the percentage of revenue share or the fixed rate. The resulting sum will be displayed in the VerusMedia Publishers dashboard.
• Disputes
  • The Invoicing issued by the Publisher. In the event the invoicing was issued by the Publisher and VerusMedia disputes all or partial, VerusMedia will pay the undisputed amount. The portion of the invoice that is disputed and unpaid, will be subjected to further review and discussion. Once the review is complete and VerusMedia and the Publisher come to a resolution, VerusMedia will then pay the agreed upon amount.
  • In the event the Publisher does not agree with the revenue share calculations, the Publisher may contact VerusMedia support within 45 days after the revenue share amount is posted. In case the payment was not subject to review during that period, the amount will be considered to be correct and final.

2.5. Taxes. The Publisher is fully responsible for paying its own Federal, State and Local taxes and the consequences of dealing with them, VerusMedia thereof cannot be held accountable for such matters. VerusMedia will provide the Publisher with all necessary information concerning the taxation procedures and the 1099 Form for earnings. Federal Employee Identification or Social Security Numbers should be provided to VerusMedia in case the Publisher resides in the U.S. This information will be used for tax reporting and identification only. Note that for accounts missing that information the payments will be impossible to execute. Publishers outside the USA may also be required to complete necessary forms as well. Tax forms are required in advance of any revenue share payment.

2.6 Fraudulent impressions. In the event VerusMedia becomes aware of fraudulent impressions exceeding 10%, the invoice payment will be subject to cancellation and suspension. Payments will be frozen until the case is investigated. Detailed information can be found in section 3.4.

Part 3. The Materials for Advertising.

3.1. How materials for advertising are delivered. The general advertising materials along with specific ones will be delivered at the time of serving to the Publisher through the servers which belong to VerusMedia. In case a technical problem occurs and obstructs the Publisher from obtaining Advertising Materials from servers, the Publisher should terminate the delivery and immediately contact VerusMedia on the first day the problem occurs. In such case, the ad delivery may not be restarted until VerusMedia gives the appropriate permissions. This is to ensure the problem is fully resolved. If issues persist, VerusMedia may organize the direct delivery of the advertising materials for the Publisher.

3.2. HTML Code on Publisher’s Website. Using VerusMedia services the Publisher agrees to place the string of HTML code on the website, app or separate pages within each that will be used for the advertising delivery. This also means that VerusMedia prohibits the modification of this code string on the inventory unless VerusMedia agrees through written consent. The HTML code string provided by VerusMedia should not be used or shared on any other source except the webpage, app or the site it was placed on initially, including chat rooms, emails or newsgroups, as it may result in the wrong code execution. The Publisher also agrees to avoid using specific marketing practices such as Run On Network and others in case usage of such practices wasn’t discussed and agreed upon in the written form with VerusMedia. The violation of this rule may lead to the blocking of revenue, website declines, or account suspension with no subsequent traffic compensation from VerusMedia.

3.3. Advertising Material and its alteration. Served advertising materials can not be changed or altered by the Publisher without prior written consent obtained from VerusMedia. Additionally, the materials cannot be shared in emails, personal messages, or any other source by the Publisher, copied, sold, or used for any other purposes. The codes used for advertising purposes should be treated the same way and cannot be disclosed under any circumstances. The violation of this rule may lead to the certain payments or the entire Agreement termination. The Publisher may request in writing a specific modification of the VerusMedia platform code. This requires pre-approval in advance of receiving any advertising. The inquiry for the language modification approval VerusMedia officially accepts can be made via email: [email protected]

3.4. Service calculations. VerusMedia uses Eastern Standard Time (EST) as the default time in order to track trafficking periods. VerusMedia is in charge of performing all the calculations considering traffic, the number of clicks, impressions served and related statistics, which the Publisher can find in the system at www.verusmedia.com.  In order to ensure the clarity and validity of statistical information on its side, avoid mistakes, and provide contractual bonuses, VerusMedia can adjust the statistics gathered at the Publisher’s side that will take place at the end of the month. Since coding on the Publisher’s side often causes technical problems such as server glitches, accidental code changes and other malfunctions, it may lead to an inaccurate number of impressions, therein the Publisher has to provide a response within 48 hours to the email alert which will be sent by VerusMedia. In case such response will not be provided by the Publisher, VerusMedia can withdraw the payment for Impressions served after this period (48 hours) and expire or stop delivering the advertising materials through the Publisher’s inventory.

3.5. Click Spam and Fraud. The Publisher acknowledges that any fraudulent activity aimed at augmenting the number of clicks is strictly prohibited and can bear severe consequences, regardless of intent, means or form of execution. As VerusMedia advertising platform is in charge of counting the total number of impressions served and the revenue generated, the total sum that should be paid to the Publisher will be defined referring to the system’s indications combined with the Publisher’s data assessed by VerusMedia. To such prohibited methods can be attributed: manipulations with click destinations for ad banners, redirection of users to different pages, browser auto-spawning, blind text links, other practices determined by VerusMedia as harmful or unacceptable that affect impressions or click-through rates. On automatically reloading pages the ad placement is also not accepted. Please do not ask users to click on certain areas of the website, do not incentivise them to click on the advertising materials before they visit your website. Clicking on different links than those provided by VerusMedia Advertising Material or applying artificial click/visit boosters may inflict the sanctions on the Publisher ending with termination of the account and all payments. The decision of termination is absolute by evaluation and consideration of the VerusMedia team.

VerusMedia can also withdraw the chargeback sums required by Advertisers from Publishers in the event that during the investigation, the VerusMedia Policy Team reveals the performance was artificially boosted with any kind of fraudulent activity originated on the Publisher’s side. VerusMedia reporting system may not reflect the final sums of revenue and can be modified at any time as needed adjustments take place.

Part 4. Valid Website(s).

It is VerusMedia’s responsibility to select Publishers for collaboration. The company reserves the right to decline certain affiliations:

• The website that violates the rights of other members (including copyright and intellectual property violations, piracy (‘warez’, emulators, or cracks, unauthorized content usage etc.)
• Websites with adult thematics, or ones containing the fragments of such and links, etc.
• Websites with explicit content, violence, etc.
• Websites that promote antisocial behavior, have racial and political, gender, or religious abuses.
• Websites with spammy content and those that perform unacceptable newsgroup posting.
• Websites related to the illegal activities, such as hacking or terrorism.
• Websites that give false online money-earning opportunities, contradictive investment offers.
• Websites that incentivise the users to click on the website elements and charity offers.
• Websites that are temporarily unavailable, unserviced or incomplete.
• Websites that feature very narrow audience segments.
• Websites that feature content that can be deemed irrelevant, doubtful and inappropriate.
• Websites that interfere with Federal privacy laws, that also involves Children’s Online Privacy Protection Act.
• Any other websites, application or media properties that VerusMedia determines are not appropriate.

VerusMedia reserves the right to make occasional website audits on the Publisher’s website or platforms in order to ensure the inventory is compliant with its rules. If during the course of such inspection the violation will be revealed by VerusMedia Policy Team, the account of such Publisher will be terminated and the Advertising Materials will not be served at such site. VerusMedia will also not be accountable for compensating revenue to the Publisher who served the ads at such inventory.

Part 5. Representations and Warranties.

The Publisher guarantees to VerusMedia that:

• The products represented on the website are legal to use and distribute. All the products and services provided through the site are legal and do not violate the copyright, trademarks or other rights and laws.
• Under any circumstances, the website serving the Advertising Materials will be practicing the serving of prohibited material which is listed at Section 4 of this Agreement.
• The websites are normally functioning, safe and free of malware and viruses that can potentially harm the person, system or software.
• The Publisher is familiar with all the laws and legislation that regulates the online activities, and their website and business is fully compliant with them.
• The Publisher accepts the entire Agreement and is able to maintain the obligations bestowed herein.

Part 6. Term and Contract Termination.

In the event of termination, VerusMedia’s HTML code must be removed from the Publisher’s websites or apps upon delivery of written termination notice.

1. The terms of the Agreement is one year beginning execution of this agreement. The contract will automatically renew unless either party provides written notification 30 days prior to the end of each one year period.
2. Mutual termination by Agreement. In the event either party chooses to terminate the contract prior to the end of the one year period, the parties are eligible to terminate the contract with 30 days written notice sent via email.
3. VerusMedia has the right to suspend the Agreement due to the following reasons:
   • Immediate contract termination due to the violation by the Publisher and the collaboration Agreements listed therein.
   • In the event the Publisher activity does not reach $100 in revenue share in a 90 day period or if there is no advertiser demand for their inventory or traffic.

Part 7. License of VerusMedia and Intellectual Property.

VerusMedia may act on behalf of trademarks and can use the names of Advertisers and parties without notifying their owners beforehand.

Part 8. Privacy

8.1. Privacy Policy. The parties oblige themselves to locate the privacy policies, terms and conditions on the website that state how the data can be collected, gathered, processed or shared, how the user emails will be used and how to withdraw the Agreement for personal data usage. The privacy policies that belong to the Publisher should notify the users that the cookies of the vendors and third-party Advertisers can be placed on the website or the platform.

8.2. How the privacy is warranted and represented. Each party should guarantee that they commit to the existing laws and regulations during the period the Agreement is valid which also includes GDPR data protection regulations and other governmental-level privacy. The Publishers should guarantee their practices correspond to the Self-Regulatory Principles Governing Online Preference Marketing of the Network Advertising Initiative.

Part 9. Confidentiality.

Client Lists belong to VerusMedia are strictly confidential and may not be disclosed under any circumstances.  The Publisher guarantees its safety and non-disclosure. Such information should not be revealed to any outside party by the Publisher or the Publisher’s employees. If a request arises, VerusMedia should receive a written request for disclosure and may consider such a request.

The Publisher may disclose the fact that it collaborates with VerusMedia but may not share at any specific terms, the list of clients or the existing relationships between any client and VerusMedia. These non-disclosure Agreement requirements are valid beyond the final termination date of the Agreement.

Part 10. Compensation.

Functioning within VerusMedia Network, the Publisher agrees to indemnify and hold harmless VerusMedia, it’s parent company, subsidiaries, directors, consultants and staff  from any claims, legal damages, unpredicted expenses, liabilities, copyright infringements and any other sanctions that may arise from its participation in the network. The Publisher also agrees to compensate VerusMedia for any and all legal fees incurred by VerusMedia in accordance with the Agreement.

Part 11. The Limitations, Disavowals and Exceptions.

The Warranty Disclaimer. VERUSMEDIA PROVIDES THE DISCLAIMER OF ANY WARRANTIES REPRESENTATIONS CONSIDERING THE TERMS AND CONDITIONS LISTED HERE, WHICH INCLUDES ANY IMPLIED WARRANTIES CONSIDERING VALIDITY OR MERCHANTABILITY OF A CERTAIN PURPOSE, AND IMPLIED ASSURANCES THAT APPEAR FROM PROCEDURE OF DEALING OR PERFORMANCE.

Limitation of Liability. WITH RESPECT TO THE TERMS AND CONDITIONS LISTED IN THIS CONTRACT, VERUSMEDIA  CAN NOT BE HELD LIABLE TO PUBLISHER IN CASE OF PUBLISHER’S DISREGARD OR NEGLIGENCE TO THE CONDITIONS OF THE AGREEMENT NO MATTER THE SCALE OF DAMAGE. SUCH ACTIONS MAY RESULT IN, INCLUDING INDIRECT, DIRECT, INCIDENTAL DAMAGE OR OTHER KINDS OF DAMAGES INFLICTED ON PUBLISHER AS A RESULT OF AGREEMENT VIOLATION.

Part 12. Non-Circumvention.

During the Agreement period and for one year after the Agreement reaches the cessation, the Publisher agrees and guarantees to not deal with any of the Advertisers listed in the Order in the direct or indirect way or encourage Advertisers to do business directly with the Publisher.

The Publisher acknowledges the importance and scale of this consideration for VerusMedia and for this mutual Agreement, and that this condition is considered basic for the service provision.

Part 13. General Information.

13.1. The Order Inconsistency. In case of inconsistencies between Order and the Agreement, the Order terms should be considered as those that bear a greater importance.

13.2. Governing Law. This Agreement is regulated by the Laws of the United States of America and is created according to the Laws of the United States of America, each party submits to the exclusive court jurisdictions of the United States of America.

13.3. Delegation. In case Publisher decides to delegate own rights and responsibilities, transfer those or assign them to other, such decision should be regulated by the Agreement and the rights for this Agreement termination.

13.4. Agreements Merging. The Agreement and all Addendums, additions, and all proper Orders and attachments to it regulate the obligations between Publisher and VerusMedia, same way the Agreement and following Addendums merge and supersede the other contemporaneous Agreements.

13.5. The Cumulative Rights and Severability. In case some of the provisions are regarded by the parties as unenforceable the other ones should still be regarded as fully valid and executable, therein the rights and remedies are cumulative.

Both Parties in this Agreement acknowledge that they have been familiarized with conditions of VerusMedia services provision and agree to all of the terms listed therein.