Terms and Conditions

1. Publisher Information (to be completed).

2. List of Approved Websites (URLs, to be filled).

3. The Services

Adnimation shall provide Publisher services for the monetization of their Website(s), including management of programmatic ad sales and any other tool for monetization (“Services”).

4. Compensation (see definitions in Section 7 of the Terms and Conditions)

Adnimation will pay Publisher 70% (seventy percent) of all Website Monetization Ad Revenue.

5. Term and Termination

The term of this Agreement shall commence on the Effective Date and will stay in force for a period of 12 consecutive months. Unless terminated by a 90-days prior notice, this Agreement shall then renew for consecutive periods of 12 months each. After the first 3 months, which shall be considered a trial period, either party may terminate the Agreement by a 30 days prior notice.

6. Access and Benchmark

Publisher shall grant Adnimation access to the Website’s management systems as required for performing the Services (including Google systems: DFP, Analytics, Adx, AdSense), but Publisher has the right to pre-approve any content Adnimation seeks to publish on the Website. The access will include past data to allow Adnimation to establish the past earnings per traffic and set an agreed benchmark to measure performance.

7. Remuneration of Adnimation

For the purpose of this Agreement “Website Monetization Ad Revenue” shall mean all advertising revenues, including revenues from all banners, rich media, videos and content recommendation widgets, generated through Publisher’s Website and managed by the Adnimation Services. During the term hereof, Adnimation will pay Publisher the percentage set for Ad Revenue as defined in Section 4 above. Payments will be paid to Publisher by the 35th (thirty fifth) day of each month for Ad Revenue generated during the preceding month.

8. Actual Payments

In case Publisher is accepted to use Adnimation’s master advertising licenses, including Google Adx network license, Adnimation will collect the payments on behalf of Publisher. Then Adnimation shall deduct its fees (as defined in Section 7) and transfer the remaining balance to Publisher on a monthly basis. This payment will be processed within 35 days of the end of each month. Publisher shall pay all applicable taxes relating to the performance of this Agreement, if any.

9. Deductions and Disqualified Traffic

If any advertiser, including Google Adx, finds that any of the payments for Ad Revenue are to be deducted from due payments because of invalid traffic of any sort, these sums shall be deducted from the Ad Revenue. If the payment was already paid by Adnimation to Publisher, Publisher will pay back to Adnimation any such deducted payments within 3 days of notice, and in any case, Adnimation will have the right to set off such payments from any future payments. In addition, for any payments collected by Adnimation on behalf of Publisher, Adnimation may deduct sums to reimburse it for any disqualified traffic, chargebacks, deductions, refunds, sales commissions, processing fees, and currency exchange differences, subject to such deductions not exceeding 15% of collected sums without the prior approval of Publisher.

10. Grant by Publisher and Intellectual Property

Publisher grants Adnimation the right to identify Publisher and Website as clients of Adnimation. During the term of this Agreement, Adnimation shall serve as the sole representative of Publisher for online advertising and digital collaborations, acting as an in-house revenue officer. For the purposes of relations with any advertiser, ad network or ad exchange, Adnimation shall have the right to present the Website as fully operated and fill any required form stating this. Admittance into Adnimation’s master advertising licenses, including Google Adx, is subject to third party approval. Adnimation acknowledges that the Publisher shall hold all right, title, and interest in all materials located on Website.

11. Relationship of Parties

Nothing in this Agreement will constitute or be taken to constitute any party hereof as the partner, employer or employee of any other party for any purpose, except as is expressly agreed herein.

12. No Assignment

Neither party shall, without the prior written consent of the other party, assign, either directly or indirectly, this Agreement or any of its rights under this Agreement.

13. Responsibility for Publisher’s Website

Publisher shall be solely responsible for the development, operation, backup and maintenance of the Website and for all materials on the Website. Publisher shall ensure that the materials on the Website do not violate or infringe upon the rights of any third party or is libelous or otherwise illegal. Publisher acknowledges that Adnimation works with clean content publishers only and therefore will notify Adnimation in writing if any of the Website’s content is adult oriented or related to hate or crime.

14. Disclaimer of Warranties, Representation, Conditions

(a) Publisher expressly understands and agrees that Publisher’s use of the Services is at Publisher’s sole risk. The Services are provided on an “as is” and “as available” basis. Adnimation expressly disclaims all other warranties, representations, guarantees and conditions, whether express or implied, including, but not limited to the implied warranties, representations and conditions of merchantability, fitness for a purpose and non-infringement.

(b) Adnimation makes no warranty that (i) the Services will meet the Publisher’s requirements, or be uninterrupted, timely, secure, or error-free, (ii) the results that may be obtained from the use of the Services will be accurate or reliable, (iii) the quality of any products, services, information, or other material purchased or obtained by the Publisher through the Services will meet Publisher’s expectations, and (iv) any errors in Services will be corrected.

15. Force Majeure

Except as is otherwise specifically provided in this Agreement, the parties hereto shall not be liable for failures or delays in performing their obligations hereunder arising from any cause beyond their control, including but not limited to acts of God, acts of civil or military authority, fires, strikes, lockouts or labor disputes, epidemics, governmental restrictions, wars, riots, earthquakes, storms and floods.

16. Indemnity

Each of the Publisher and Adnimation (the “Indemnifying Party”, as applicable) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) from and against any losses, claims, damages, liabilities, and costs (including reasonable legal fees) arising out of any breach of this agreement by the Indemnifying Party which is reduced to a final non-appealable judgment or settled with the Indemnifying Party’s prior written consent. This indemnity will survive the termination or expiration of this Agreement.

17. Confidentiality

Adnimation acknowledges that by reason of its relationship to Publisher hereunder it will have access to certain information and materials concerning Publisher’s business plans that are confidential and of substantial value to Publisher, which value would be impaired if such information were disclosed to third parties. Adnimation agrees that it will cause and require its partners, officers and employee(s) to keep confidential and shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Publisher. In the event of termination of this Agreement, there shall be no use or disclosure by Adnimation or its partners, officers and employee(s) of any confidential information of Publisher.

18. Non-solicitation

During the term of the Agreement and for a period 2 years thereafter, either party hereto agrees not to hire, solicit, nor attempt to solicit, the services of any employee or contractor of the other party without the prior written consent of the other party.

19. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York and under its jurisdiction.

20. Warranty by the Parties

The parties each warrant that they have the power and authority to enter into and carry out their obligations under this Agreement. Each of the Parties hereto hereby represents to the other that the executions and delivery of this Agreement will not contravene or constitute a breach or default under any other agreement, instrument or other form of commitment to which that party hereto is also bound.

Tomer TrevesTerms and Conditions