Master Services Agreement

This Master Services Agreement (the "Agreement") is made and entered into by and between, a trading name of Zing Online Media Ltd ("Company", "We" or “Our”), and Publisher (“You” or “Your”), the party submitting an application to become a Publisher., Company and We as well as Publisher and You singularly referred to as "Party' and collectively "Parties".

The terms and conditions contained in this Agreement apply to your participation with the Company Publisher Program ("Publisher Program").

Each Publisher Program offer (an "Offer") is for an offering by Company and links to a website for that Offer (“Offer Website"). Furthermore, each Offer may have additional terms and conditions ("Additional Terms and Conditions") on pages within the Publisher Program and such Additional Terms and Conditions are incorporated as part of this Agreement.

This Agreement shall govern together with the associated purchase order ("Purchase Order") the use by Publisher of the Publisher Program and its associated Offers from the Company.

Conflicting terms and conditions, explicitly any of the Publisher's terms and conditions whatsoever are hereby expressly declared invalid; they will only apply, if Company has expressly consented to them in writing.

By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

1. Enrolment in the Publisher Program, Purchase Orders

1.1 You must submit a Publisher Program application from the Company’s website. You must accurately complete the application to become a Publisher (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. Your participation in the Publisher Program is free of any charge.

1.2 Publishers can also be affiliate networks with their own Publishers.

1.3 After We review your application, We will notify You of your acceptance or rejection to the Publisher Program, generally within two (2) business days. We may accept or reject Your application at our sole discretion for any reason. You are not entitled to being accepted into the Publisher Program nor can you derive any claims from our non-acceptance.

1.4 Publisher and Company may negotiate Purchase Orders. Purchase Orders will be binding only if accepted and signed by the Parties. Each Purchase Order will inter alia specify the campaign, the start and end date, the target countries, the pricing model (CPA, CPL etc.), the campaign budget / cap, the remuneration per Qualified Action and any traffic restrictions.

2. Measurement of campaigns

All individual and collective numbers (impressions, clicks, subscriptions and/ or registrations) delivered by Publisher in connection with an Offer from the Publisher Program will be measured by Company’s tracking software (“Tracking Software”). Tracking Software numbers shall govern and determine the number of Qualified Actions delivered in each month and the resulting remuneration.

3. Obligations of Company

3.1 Subject to our acceptance of you as a Publisher and your continued compliance with the terms and conditions of this Agreement, Company agrees as follows:

3.1.1 We will make available to You via the Publisher Program graphic and text links to the Offer Website and/or other creative materials (collectively, the "Links") which you may display on websites owned or controlled by you, in emails sent by You and clearly identified as coming from You and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Publisher Program and will establish a link from your Media to the Offer Website;

3.1.2 We will pay you a remuneration for each Qualified Action (the "Commission"). A "Qualified Action" means an individual user/person who (i) accesses the Offer Website via the Link, where the Link is the last link to the Offer Website, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes the process and / or action required within the time period allowed by Company and (v) is not later determined by Company to be fraudulent, incomplete, unqualified or a duplicate;

3.1.3 A Qualified Action is based on the generation of a new subscriber/ registration by the Media upon which Publisher is remunerated (CPA). The exact flow for each Offer will be communicated to Publisher through Company Website.

3.2 Company will pay Publisher any Commission earned monthly, provided that your account is greater than GBP 100, at the end of the applicable month. Accounts with a balance of less than GBP 100, will roll over to the next month, and will continue to roll over monthly until GBP 100, is reached. We reserve the right to charge back to your account any previously paid Commissions that are later determined to have not met the requirements to be a Qualified Action;

3.3 Company may send regular emails to your account for giving you the latest updates about new Offers, new campaigns and best performing campaigns.

4. Obligations of Publisher

4.1 Publisher warrants and agrees to:

4.1.1 have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media;

4.1.2 to accept and acknowledge, that the results of tracking are fully based on the Tracking Software. Traffic will not be remunerated if the Publisher sends unfitting traffic to any Offer.

4.1.3 that all materials posted on your Media or otherwise used in connection with the Publisher Program (i) have been approved by the Company, in particular any creatives you develop, (ii) are not illegal, (iii) do not infringe upon the intellectual property (copyrights, trademark rights etc.) or personal rights of any third party and (iv) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities, contains profanity or otherwise contains materials that Company informs you that it considers objectionable (collectively, "Objectionable Content");

4.1.4 not make any representations, warranties or other statements concerning the Company, the Company’s Clients or any of their respective Offers, products or services, except as expressly authorized herein;

4.1.5 make sure that your Media does not create the impression that it is endorsed by Company, Company’s Clients or a part of the Offer Website;

4.1.6 comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links;

4.1.7 Comply with the terms, conditions, guidelines and policies of any third party services used by You in connection with the Publisher Program, including but not limited to, ad networks, email providers, SMS providers & social networking services;

4.1.8 Always prominently post and make available to users / persons, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Publisher Program and the provision of such personally identifiable information to Company for use as intended by Company.

4.1.9 always prominently post and make available to users / persons any terms and conditions in connection with the Offer set forth by Company, or as required by applicable laws regarding such Offers;

4.2 The following additional program-specific terms shall apply to any promotional programs set forth below:

4.2.1 Email Campaigns. For all email campaigns, Publisher must download the "Suppression List" from the Offers section of Company. Publisher shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Company will provide an opt-out method in all Links, however, if any opt-out requests come directly to Publisher, Publisher shall immediately forward them to their account manager at Company.

4.2.2 Publisher agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Publisher Program, possible legal action and any other rights or remedies available to Company pursuant to this Agreement or otherwise. Publisher further agrees that it will not mail or market to any suppression files generated through the Company network, and that doing so may result in Commission withholdings, removal or suspension from the Publisher Program, possible legal action and any other rights or remedies available to Company pursuant to this Agreement or otherwise.

4.2.3 Advertising Campaigns. No Links may appear to be associated with or be positioned on chat rooms or bulletin boards unless explicitly otherwise agreed by Company in writing. Any pop-ups/ unders used for the Publisher Program shall be clearly identified as Publisher served in the title bar of the window and any client-side ad serving software used by Publisher shall only have been installed on an user's / persons computer if the function of the software is clearly disclosed to users / persons prior to installation, the installation is pursuant to an affirmatively accepted end user license agreement and the software be easily removed according to generally accepted methods.

4.2.4 Affiliate Network Campaigns. For all Publishers that maintain their own affiliate networks. Publisher agrees to place the Links in its Affiliate Network (the "Network") for access and use by affiliates in the Network (each a "Sub Publisher"). Publisher agrees that it will operate and maintain an effective vetting process upon applications of new Sub Publishers to minimise the possibility of fraud. Publisher agrees that it will expressly forbid any Sub Publishers to modify the Links in any way. Publisher agrees to transfer all campaign details and restrictions exactly, into its Network and make each campaign as apply to run. Sub Publishers are not allowed to re-broker Offers and Publisher agrees to take reasonable measures to stop Sub Publishers from re-broking Offers. Publisher agrees to maintain its Network according to the highest industry standards. Publisher shall not permit any party to be a Sub Publisher whose website or business model involves content containing Objectionable Content. All Sub Publishers must be in good standing with Publisher. Publisher must require and confirm that all Sub Publishers affirmatively accept, through verifiable means, the Agreement, or core elements of the Agreement, prior to obtaining access to the Links. Publisher shall promptly terminate any Sub Publisher who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Sub Publisher with respect to the Links, Publisher shall promptly disclose to Company the identity and contact information of such Sub Publisher. Publisher shall promptly remove any Sub Publisher from the Publisher Program and terminate their access to future Offers of Company upon written notice from Company. Publisher will be held liable for all acts or omissions of any Sub Publishers being in breach of this Agreement and repeat breaches of this Agreement may lead to freezing of Commissions or forfeiting of Commission where Company will terminate Publishers access from the Publisher Program immediately.

5. Liability

5.1 Company and Publisher shall be fully liable for damages (a) with respect to injury to health, body or life caused by such either Party, its representatives or vicarious agents, or (b) caused wilfully or by gross negligence by either Party, its representatives or vicarious agents, or (c) caused by fraudulent misrepresentation.

5.2. If damages (except in such events as covered by Clause 5.1) with respect to the violation of a contractual core duty are caused by slight negligence, the Party shall be liable only for the amount of the damage which was typically foreseeable. Contractual core duties are such duties whose accomplishment enables proper fulfilment of an agreement and whose fulfilment a contractual party regularly may rely on.

5.3 The limitation period for claims for damages shall be one (1) year except in the events set forth in Clause 5.1.

5.4 Publisher acknowledges that payment of Commissions is depending upon Company’s Clients providing Commission related funds to Company. Company shall have the right to fully or partially withhold Commissions to Publisher until due Commission related funds have been cleared by Clients. Company shall pay any remaining difference to Publisher once the funds are cleared by Company’s Client and / or once the funds are undisputed or have been established by law.

6. Billing

6.1 Company shall automatically generate an invoice on behalf of Publisher for all Commissions payable under this Agreement and shall remit payment to Publisher based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Company in its sole discretion.

6.2 In the event that Publisher disputes in good faith any portion of an invoice, Publisher must submit that dispute to Company in writing and in sufficient detail within seven (7) days of the date on the invoice. If Publisher does not dispute the invoice as set forth herein, then Publisher agrees that it irrevocably waives any claims based upon that invoice. In the event that Publisher is also tracking Qualified Actions and Publisher claims a discrepancy, Publisher must provide Company with Publisher's reports within three (3) days after 30th day of the respective calendar month, and if Company 's and Publisher's reported statistics vary by more than 10% and Company reasonably determines that Publisher has used generally accepted industry methods to track Qualified Actions then Company and Publisher agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Company numbers shall govern.

6.3 Company shall pay all invoices on fourty five (45) days after the month of activity.

6.4 Invoices shall be based on Tracking Software reports.

6.5 If Publisher has an outstanding balance due to Company under this Agreement or any other agreement between the Publisher and Company, whether or not related to the Publisher Program, Publisher agrees that Company may offset any such amounts due to Company from amounts payable to Publisher under this Agreement.

7. Confidentiality

Except as otherwise provided in this Agreement or with the consent of Company, You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Clients provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by You for any purpose other than your participation in the Publisher Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Publisher shall not use any information obtained from the Publisher Program to develop, enhance or operate a service that competes with the Publisher Program, or assist another party to do the same.

8. Limited License & Intellectual Property

We grant you a non-exclusive, non-transferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Publisher Program and assisting in increasing sales through the Offer Website.

You may not alter, modify, manipulate or create derivative works of the Links or any Company graphics, creative copy or other materials owned by, or licensed to, Company in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Publisher Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant You any rights to any of Company 's trademarks, service marks, copyrights, patents or trade secrets. You agree that Company may use any suggestion, comment or recommendation you choose to provide to Company without compensation. All rights not expressly granted in this Agreement are reserved by Company.

9. Termination

9.1 This Agreement shall commence on the date of our approval of your Publisher Program application and shall continue thereafter until terminated as provided herein.

9.2 You may terminate your participation in the Publisher Program at any time by removing all Links from your Media and by deleting all copies of the Links.

9.3 We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with fourty eight (48) hours written notice via email.

9.4 Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Company intellectual property, and will cease representing yourself as a Publisher for such one or more Offers. All rights to validly accrued Commissions, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

10. Remedies

10.1 In addition to any other rights and remedies available to us under this Agreement, Company reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or chargeback paid Commissions to your account if (i) Company determines that you have violated this Agreement, (ii) Company receives any complaints about your participation in the Publisher Program which Company reasonably believes to violate this Agreement, (iii) Company receives excessive complaints from customers or (iv) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Publisher Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach.

10.2 In the event of a material breach of this Agreement, Company reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

11. Fraud

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Publishers or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Publisher Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Publisher may not iframe any Offer Website or manipulate any part of the process to generate a Qualified Action. If Publisher generates Qualified Actions which are suspicious or generating abnormal complaint rates, Company will inform Publisher and Publisher must provide evidence that the reported Qualified Actions are legitimate, within seven (7) working days. If Publisher is unable to provide evidence of legitimate Qualified Actions, it will forfeit the associated Commission and Company will terminate its access from the Publisher Program immediately. Company shall make all determinations about fraudulent activity in its sole discretion.

12. Representations and Warranties

12.1 You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement.

You further represent and warrant, that a) You have read and will comply with the Company privacy policy, b) Your use of the Publisher Program will comply with all applicable laws (including that Your collection, use and storage of data in connection with or resulting from its use of the Publisher Program shall comply with all applicable privacy laws), c) neither You nor Your users will claim own rights to the Links, f) You will only display and distribute the Links "as is" without illegitimately editing or modifying them and, g) You will immediately and in any case remove Links and cease to grant Your users access to the respective Links in case such Links infringe third party's intellectual property rights or are unlawful or immoral for any other reason.

12.2 Subject to the other terms and conditions of this Agreement, Company represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Company's own business operations or Company's proprietary products or services.

13. Indemnification

13.1 Publisher shall indemnify, defend and hold harmless Company and its directors, officers, employees and agents and its and their respective successors, heirs and assigns ("Company Party") against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) (collectively, "Losses") incurred by or imposed upon the Company Parties or any one of them in connection with any third-party claim, suit, action, demand or judgment ("Claims") (a) alleging any fact, which, if true, would constitute a breach by Publisher of Section 4, 8 or (b) Publisher's use of the Publisher Program other than as permitted herein; provided, however, that in any such case Company will (i) provide Publisher with prompt notice of any such claim (provided that the failure to provide prompt notice shall only relieve Publisher of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Publisher to assume and control the defence of such action upon Publisher's written notice to Company of Publisher's intention to indemnify; and (iii) upon Publisher's written request, and at no expense to Company or its affiliates, provide to Publisher all available information and assistance reasonably necessary for Publisher to defend such claim. Publisher will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to any Company Party, without Company's prior written consent, which will not unreasonably be withheld or delayed.

13.2 Company shall indemnify, defend and hold harmless Publisher and its subsidiaries, Publishers and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Company is not authorized to provide you with the links.

14. Modification of Master Services Agreement

14.1 Company reserves the right to amend the provisions of this Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the agreement as a whole being restructured. Company will communicate, by e-mail, the modified conditions at least two weeks prior to the effective date. Publishers who do not object in text form (letter, e-mail, fax) to the modification within four weeks after the receipt of the e-mail will be deemed to have accepted the respective modification. Company will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.

14.2 If Publisher objects to the new (modified) Agreement, Company's request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the Parties to terminate their participation in the Publisher Program remains unaffected hereby. The possibility of either Party to terminate the Agreement will also be indicated separately.

15. Governing Law & Miscellaneous

15.1 The rights and duties under this Agreement may only be transferred with the prior written consent of Company. Company shall be entitled to transfer the Agreement to any affiliated group companies without Publisher's prior consent. Company shall also be entitled to transfer Agreement in whole or partially to any third party without Publisher's prior consent in case of a transaction or series of transactions that lead to a sale or other disposition of all or substantially all of assets (whether structured as an asset deal, a stock purchase, a merger or similar form).

15.2 The Agreement does not establish a company, it does not authorize either Party to make any legally binding declarations on behalf of the other Party, nor does it authorize either Party to place the respective other Party under any obligation or to represent it in any other way.

15.3 The Agreement and the contractual relationship with the Publisher shall be governed exclusively by the laws of England and Wales.

15.4 Should any individual provision of the Agreement be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same applies to any unintentional omission.