1. Policies. Participation in the Program is subject to all applicable GumGum policies including, without limitation, the GumGum BEDROCK Policy (collectively, “Policies”), which are incorporated herein by reference. GumGum may modify any or all of the Policies at any time without liability, and Seller’s use of the Program after notice of a modification constitutes Seller’s acceptance of the modified Policy.

2. The Program. Participation in the Program will enable Seller to transfer viewers (“Viewers”) who click on Seller’s advertisements (“ads”) to participants in the Program that purchase Viewers (“Buyers”) through GumGum’s proprietary online auction system (the “Auction System”). GumGum will provide Seller with (i) a uniform resource locator (the “Access URL”) that transfers to the Auction System via a link Viewers who click on Seller’s ads and (ii) identification credentials for accessing Seller’s Program accounts and the Program application user interface and related reporting tools (collectively the “Program Accounts”). Seller shall protect the confidentiality of all passwords and other identification credentials provided by GumGum. Seller shall use the Program application user interface and related reporting tools solely to retrieve reports about (and other information related to) Viewers matched with Buyers through the Auction System that are transferred to the Auction System through the Access URL (“Delivered Traffic”). Seller is solely responsible for its own, and any person’s, use of Program Accounts accessed with Seller’s identification credentials. Seller is solely responsible for (a) creating, placing and displaying ads on Seller’s websites and/or other media properties displayed on Internet-enabled devices, now known or that may be adopted in the future (including, without limitation, handheld devices (such as mobile phones and video game devices), personal entertainment systems (such as computers, video game consoles and televisions (and related devices)), and electronic displays in public settings) (collectively “Services”), (b) all content in ads created, placed and/or displayed by Seller, and (c) all metadata, keywords, criteria and other factors used by Seller for targeting and attracting Viewers and otherwise providing the Services (collectively “Criteria”). GumGum may modify the Program at any time without notice or any liability.

3. Payment. Within sixty (60) days after the last day of each month in which Delivered Traffic occurs GumGum shall pay to Seller in U.S. Dollars the amount of the transaction fee for each unit of Delivered Traffic resulting from Viewers validly clicking on Seller’s ads (“Income”). Income shall be calculated solely based on records maintained by GumGum. No other measurements or statistics of any kind shall be accepted by GumGum or have any effect under this Agreement. GumGum has no obligation to pay Seller any amounts, and will not be liable for any payments to Seller of amounts, that result from invalid clicks including, without limitation, clicks generated by, resulting from or related to (a) Seller’s interference, or attempts to interfere, with the navigation or transfer of Viewers to the Auction System; (b) payment of money or any invalid or otherwise illegal request for Viewers to click on ads, or (c) any false or deceptive statement in ads. GumGum reserves the right to withhold payment of Income or charge back Program Accounts due to any of the foregoing or any breach of this Agreement by Seller, pending GumGum’s reasonable investigation of any of the foregoing or any breach of this Agreement by Seller. To ensure proper payment, Seller is solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Program Accounts. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities requiring the payment of U.S. taxes or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by U.S. tax authorities. Income is exclusive of taxes and Seller is responsible for paying and agrees to pay all taxes and government charges related thereto. GumGum may change its pricing and/or payment structure at any time. To the fullest extent permitted by law, Seller waives all claims relating to Income payments (including, without limitation, any claims for amounts withheld from Income payments based on suspected or actual invalid clicks), unless Seller notifies GumGum of such dispute within thirty (30) days after the date GumGum makes such Income payment. Seller acknowledges and agrees that any billing and payment information that Seller provides to GumGum may be shared by GumGum with third parties that work on GumGum’s behalf, such as payment processors and/or credit agencies, in connection with GumGum’s operation of the Program. GumGum may also provide information in response to legal process, such as subpoenas, search
warrants and court orders, or to establish or exercise its rights or defend against claims. GumGum shall not be liable for any use or disclosure of such information by such third parties.

4. Cancellation and Termination. Seller may cancel its participation in the Program online through the Program Accounts if online cancellation functionality is available or, if not available, with prior notice via email to GumGum as set forth in Section 10. GumGum may cancel the Program or terminate this Agreement at any time by providing Seller five (5) business days’ prior written notice. Sections 5-10 shall survive any termination of this Agreement.

5. Prohibited Uses; Representations and Warranties. Seller shall not, nor authorize any party to: (a) modify the Access URL or otherwise manipulate or attempt to manipulate the transfer of Viewers to the Auction System or the operation of the Auction System by any means; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect from any Program website any property or information relating to the Program, the Auction System, bids submitted by Buyers, Directed Traffic or Buyers, other Sellers or other participants in the Program, or (c) engage in any illegal or fraudulent act in connection with participating in the Program or providing Services. Seller represents and warrants that it holds all rights (including, without limitation, copyright, trademark, patent, publicity and other rights) to use the Criteria. Seller represents and warrants that (y) all information provided by Seller to GumGum is complete, correct and current; and (z) the Criteria, any use of the Criteria by Seller and the Services will not violate or facilitate the violation of any applicable laws, regulations, code of conduct, or third party rights (including, without limitation, infringement of intellectual property rights).

6. Warranty Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND AUCTION SYSTEM ARE MADE AVAILABLE “AS IS” AND GUMGUM DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GUMGUM MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO THE PROGRAM, THE AUCTION SYSTEM OR ANY SERVICES PROVIDED BY GUMGUM HEREUNDER INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION THAT THE USE OF THE AUCTION SYSTEM, THE PROGRAM OR ANY SERVICES PROVIDED BY GUMGUM WILL (a) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (b) MEET SELLER’S REQUIREMENTS OR EXPECTATIONS, (c) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, OR (d) BE FREE OF VIRUSES OR OTHER HARMFUL PROGRAMS OR ROUTINES. FURTHER, GUMGUM DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PROGRAM OR THAT THE OPERATION OF THE AUCTION SYSTEM WILL BE UNINTERRUPTED. GUMGUM DOES NOT GUARANTEE THAT ANY BUYER WILL SUBMIT A BID TO PURCHASE VIEWERS OR MAKE ANY GUARANTEE AS TO THE AMOUNT OF ANY BID SUBMITTED BY BUYERS FOR VIEWERS UNDER OR AS A RESULT OF SELLER’S PARTICIPATION IN THE PROGRAM.

7. Limitation of Liability. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, INTEREST, BUSINESS OPPORTUNITY, GOODWILL OR USE OR LOSS OR CORRUPTION OF DATA) EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; OR (b) ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT PAID OR PAYABLE TO SELLER BY GUMGUM DURING THE SIX (6)-MONTH PERIOD PRIOR TO THE DATE THAT THE CLAIM RESULTING IN LIABLITY AROSE. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party including, without limitation, wars, hostilities, revolutions, riots, terrorist acts, civil commotion, national emergency, strikes, lockouts or other labor disputes or shortages or inability to obtain material or equipment, unavailability of supplies, power, Internet or telecommunications, outages, compliance with laws or regulation (including, without limitation, those related to infringement), epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any Act of God, or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.

8. Indemnification. Seller shall defend, indemnify and hold GumGum, Buyers, and their respective employees, agents, affiliates, and licensors harmless from any and all claims, suits, proceedings, damages, losses, liabilities,
judgments, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of or relating to any of the Services, Seller’s use of the Criteria, Seller’s participation in the Program or Seller’s breach of this Agreement.

9. Insurance. Seller shall obtain and maintain in full force and effect during Seller’s participation in the Program, and for a period of not less than one (1) year thereafter, comprehensive general commercial liability insurance (including advertising injury and cyberliability coverage) from an insurer with a Best’s Financial Strength Rating of not less than A with coverage limits of not less than $1,000,000 per occurrence and not less than $2,000,000 in the aggregate.

10. Miscellaneous. This Agreement shall be construed as if both parties jointly wrote it and governed by California law except for its conflicts of laws principles. All claims arising out of or relating to this Agreement or the Program shall be heard exclusively in the Federal or state courts located in Los Angeles County, California, and GumGum and Seller consent to the personal jurisdiction and venue of those courts. No statements or promises have been relied upon in entering into this Agreement, except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are hereby rejected and of no effect. Seller shall not disclose any of the terms or conditions of this Agreement to any third party, except to its professional advisors who are under a duty of confidentiality, or as necessary to comply with a government law, rule or regulation. Any modifications to this Agreement must be made in a writing executed by both parties. All notices to GumGum must be sent either via email to contact@bedrock.com or to GumGum, Inc., 225 Santa Monica Boulevard, 11th Floor, Santa Monica, CA 90401, via confirmed facsimile (310.861.8211), with a copy sent via first class mail or by overnight courier, and will be deemed given upon receipt or, if earlier, three (3) days after deposit in the U.S. mail. Notice to Seller may be effected by sending an email message to the email address specified in the Program Accounts, or by posting a message to the Program Accounts, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in the Program Accounts). A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of this Agreement will remain in full force and effect and enforceable. Seller may not assign any of its rights or delegate any of its duties hereunder and any such purported assignment or delegation shall be null and void. GumGum and Seller are not partners or agents, but are independent contractors. This Agreement (including the Policies) constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all other agreements, terms and conditions applicable to the same subject matter.