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Agreement

This Publisher Terms and Conditions Agreement (hereinafter the "Agreement") shall govern participation in the WebTraffic LLC ("TrafficHunt") mobile advertising network (the "Network"). By participating in the Network, you are agreeing to be bound by these Terms and Conditions. The term "Publisher" shall refer to any individual or entity who accepts the Terms and Conditions of this Agreement.

Membership

Membership in the Network is subject to prior approval of WebTraffic LLC. TrafficHunt reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause. Approval of membership in the Network is limited only to the specific root URLs for which Publisher has applied for approval unless requested and approved by TrafficHunt. TrafficHunt Corporation reserves the right, at its sole discretion and without liability, to reject, omit or exclude any Publisher for any reason at any time, with or without notice to the Publisher and regardless of whether such Publisher was previously accepted.

Agreement Details

This Agreement is non-exclusive, meaning that the Publisher can use other ad networks or adverts in conjunction with TrafficHunt across its site(s).

Services

TrafficHunt agrees to provide the TrafficHunt Network services, which include placing advertisements from various advertisers on the Publisher site(s).

TrafficHunt will make available to Publisher, on the TrafficHunt website, on a regularly updated basis, data relative to the advertising displayed on Publisher's website.

The number of advertising impressions, their formats, and other terms will be communicated between the parties using one or more insertion orders. If an insertion order is intended to modify this Agreement in any way, it must do so explicitly.

Placement

Publisher shall be solely responsible for placing Ads on the mobile sites.

Publishers agree to place banner code only on mobile sites and Domains that have been approved by TrafficHunt.

Publisher must only display TrafficHunt ads on pages suitable for viewing by those over the age of 11. It is strictly prohibited to display TrafficHunt ads on non-adult pages.

Publisher must not place TrafficHunt ads on email or on WEB sites.

Publisher must not place ads on blank pages, on pages with no content, on top of one another, on non-approved mobile sites, or in such a fashion that may be deceptive to the visitor.

Payment

TrafficHunt will pay Publisher 60% of the gross revenues it earns from advertisers who display ads on Publishers' site(s) unless otherwise specified. The term "gross revenues" is defined as monies actually collected by TrafficHunt from advertisers, less fees paid to any third parties who provided identity, profiling, targeting, or similar enhancement data, and less any charge-backs or refunds to the advertisers.

The CPC and CPM rates of live campaigns are not guaranteed or fixed. We offer a variable pricing model. TrafficHunt reserves the sole right to set its CPC and CPM rates and to set and negotiate specific ad rates on an individual client-by-client basis.

Payments are automatic and are made electronically every 2 weeks. Payments are made fifteen days (Net 15) after the end of the month in which the revenue was earned. Payment will be made via Paypal, Paxum, Bank Transfer. The Publisher's account details for payment must be recorded correctly on the payments details page via the TrafficHunt online system. TrafficHunt reserves the right to recoup any charges incurred as a a result of incorrectly entered details.

Publishers agrees to pay all payment charges imposed by their bank or online payment processor. TrafficHunt agrees to pay all of its own payment charges.

TrafficHunt reserves the right to only pay a Publisher when TrafficHunt itself has been paid by the Advertiser.

All payments will be made in US Dollars (USD). Each payment will include a detailed accounting of the number of impressions, clicks and the total receipts for that advertiser. No payments of less than $50.00 will be made for Paypal and Paxum, and less than $1000 for Wire: any unpaid earnings less than $50 (Paypal, Paxum) and $1000 (Wire) will rollover to the next pay period and payment will be made when balance reaches at least $50(Paypal, Paxum) and $1000 (Wire).

Under all circumstances, TrafficHunt at its sole discretion will determine what payments are due to Publisher under this Agreement. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to TrafficHunt. Upon receiving said request, TrafficHunt shall provide to Publisher, within 10 business days, an explanation or adjustment of the numbers which shall be final and binding. All disputes for any traffic within a given month must be submitted by the 5th day of the following month. Otherwise, TrafficHunt reporting is final and binding.

TrafficHunt will not pay or compensate Publishers in any way for any impressions or clicks that have been deemed by TrafficHunt to be invalid or fraudulent. In the event that the Publisher has already received payment for invalid impressions or clicks, TrafficHunt reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher. TrafficHunt will not pay or compensate Publishers in any way for any impressions or clicks if the Publisher account has been terminated due to low activity or no activity.

TrafficHunt reserves the right to withhold payment and terminate any Publisher that includes, promotes, or exhibits, questionable content at anytime.

Term and Termination

This Agreement is effective from the date you are activated as a Publisher.

Standard Termination. TrafficHunt reserves the right to terminate this Agreement and the Publisher account at any time, with or without cause. Notice of termination will be provided via email and will be effective immediately upon sending. Upon receipt of such termination notice, Publisher agrees to immediately remove from the WAP sites any and all of TrafficHunt's software code supplied to Publisher for serving Ads from TrafficHunt or otherwise. Publisher will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued earnings due up to the time of termination.

No Activity Termination. TrafficHunt reserves the right to terminate this Agreement if there has been no activity on the Publisher account for 3 months. If the minimum payment threshold has not been reached the Publisher account will be terminated and any accrued funds will be confiscated without notification.

Low Activity Termination. TrafficHunt reserves the right to terminate this Agreement if the Publisher does not earn more than 5GBP per month over any consecutive 3 month period. The Publisher account will be terminated and any accrued funds will be confiscated without notification.

Suspected Fraudulent Activity Termination. TrafficHunt reserves the right to terminate this Agreement at any time if there is suspicion of fraudulent activity by the Publisher. The Publisher account will be terminated and any accrued funds will be confiscated without notification.

Publisher may terminate this Agreement at any time. Termination notice may be provided via email or any other public means and will be effective immediately.

Particpation Rules

Publishers are absolutely forbidden to place the TrafficHunt program code on sites containing any images or content, sexual or otherwise, relating to under-age persons or sexual violence or abuse. Websites that contain content that has any depiction of activities that are illegal in the territory that they are shown are forbidden to place the TrafficHunt program code anywhere on those sites.

TrafficHunt will not tolerate nor accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its clients and/or customers. Publisher will not place the TrafficHunt program code on any website that: i) engages in, promotes, or facilitates illegal or legally questionable activities, or content which includes but is not limited to the following: content promoting racism, or hate; the use of illegal substances; content promoting illegal activity such as mail fraud, spam, copyright infringement, or other information not permitted under applicable law. Publishers will allow TrafficHunt to use its tracking tools to monitor content and activity. Furthermore, Publisher will not place the TrafficHunt program code on any web page that is blank or has no meaningful content, or is covered by another page.

Unless noted in a written and signed agreement, TrafficHunt does not guarantee to provide any percent fill of paid advertising to any website.

Liability Policy

Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (I) the content and other material set forth on the Publisher Websites and/or (II) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by TrafficHunt). Publisher hereby agrees to indemnify, defend and hold harmless TrafficHunt and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites (except for advertisements supplied by TrafficHunt); (b) arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with TrafficHunt; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites

Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

Warranty Disclaimer: TrafficHunt and its Customers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by TrafficHunt, services provided thereunder, or any output or results thereof. TrafficHunt and its Customers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

Limitation of Liability: Neither TrafficHunt nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of TrafficHunt or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative.

Public Release: Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with TrafficHunt or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of TrafficHunt. WebTraffic LLC shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of TrafficHunt and Publisher.

Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, WebTraffic LLC reserves the right to withhold payment and take appropriate legal action to cover its damages.

Audit: TrafficHunt shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to TrafficHunt. TrafficHunt will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.

Modifications: WebTraffic LLC reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to the TrafficHunt Publishers Terms And Conditions Agreement within 10 business days from the date of change. TrafficHunt will post any changes to this Agreement in the Publisher area available at the following link:

Privacy: Publisher shall support TrafficHunt commitment to protect the privacy of the online community; such commitment is set forth in TrafficHunt's Privacy Statement, which is hereby incorporated into this Agreement.

Assignment: Customer may not assign this Agreement, in whole or in part, without written consent from TrafficHunt. Any attempt to assign this Agreement without such consent will be null and void.

Governing Law: This Agreement will be governed by and construed under the laws of England and Wales without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the courts located in England and Wales and Publisher irrevocably consents to the jurisdiction of such courts. Any notices to TrafficHunt must be sent to: WebTraffic LLC, P.O. Box 590, Springates East, Government Road, Charlestown, Nevis, via first class or air mail or overnight courier; and are deemed given upon receipt. Notice to Publishers may be effected by sending email to the email address specified in Publisher's account, and is deemed received when sent for email. Publisher may not assign any of their rights hereunder and any such attempt is void. TrafficHunt and Publishers are not legal partners or agents, but are independent contractors.

Ability to Enter into Agreement

By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.

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