Peanut Labs Media Publisher Agreement Confidential This Peanut Labs Publisher Agreement (the “Agreement”) sets forth the terms under which you, as anindividual or entity (“you”, “your” or “Publisher”), may participate in the Peanut Labs Media program. It iseffective on the date that this contract is signed by both parties. Whereas, Peanut Labs Media (“Peanut Labs Media” or “PLM”), a Delaware Corporation and Publisher,a______________________________, with offices located at___________________________________________________________________ are entering into an Agreement asof this ____ day of __________________, 2009 (“Effective Date”) to provide Advertising Offers and Surveys toPublisher’s online properties for the purpose of generating additional revenues. Business Terms1. Peanut Labs Media Obligations a. PLM shall provide an iFrame-based technology platform for Publisher that shall be presented to Publisher’s end-users through the Publisher’s website(s). b. PLM shall provide and maintain this iFrame-based technology platform through which Publisher will be able to serve Offers and Surveys on their sites. This platform shall include daily aggregate and transaction- level reporting, a setup control panel, and support tools for Publisher. c. PLM shall provide a global inventory of Surveys and Advertising Offers for Publisher. d. PLM may also optionally provide payment options such as credit card processing, mobile payments and other payment options if requested by Publisher. Doing so will require execution of a supplemental agreement. e. PLM shall provide the necessary documentation for setup and troubleshooting. f. PLM shall manage the optimization of Advertising Offers and Surveys that are displayed to end-users. g. PLM shall provide customer support to End-Users via email 5 days a week during business hours. h. PLM shall provide technical support to Publisher via phone and email 5 days a week during business hours. i. PLM shall provide real-time reporting so that Publisher can reward its End-users with incentives to participate in Surveys and Offers.2. Publisher Obligations a. Publisher shall provide PLM Advertising Offers and Surveys to its end-users. b. Publisher shall not work with any other Advertising Offer related or Survey related company, or a company that PLM reasonably deems as competitive to its own business. c. Publisher agrees to communicate solely and directly with PLM, and not with any PLM Clients regarding any matter related to Advertising Offers, Surveys, or this Agreement. d. Publisher shall reward its End-users in real-time when reporting is received from PLM of revenue earned. e. Publisher shall implement the notifications and alerts features provided by PLM that optimize and boost the number of Surveys and Offers completed and revenue generated.
Peanut Labs Media Publisher Agreement Confidential3. Fraud & Chargebacks a. PLM reserves the right to pass chargebacks and reversals to Publisher if PLM Clients deem that certain completed Surveys or Advertising Offers are fraudulent or otherwise invalid. Chargebacks can occur for up to 90 days after the submission of a completed Survey or Advertising Offer. These chargebacks shall be deducted from the amount due to Publisher for the current month. b. Publisher shall not, and shall not directly or indirectly encourage or knowingly permit any third party, including without limitation Publishers or End-Users, to generate fraudulent queries, complete Surveys, or complete Advertising Offers through any automated, fraudulent or invalid means. Fraudulent or invalid means by a third party include without limitation knowingly providing incomplete or false information.4. Revenue Share & Payments a. PLM shall split Net Survey Revenues as as follows: 50% to Publisher, 50% to PLM. b. PLM shall split Net Advertising Offer Revenues as follows: 80% to Publisher, 20% to PLM. c. Payments shall be made by PLM to Publisher by wire transfer or check, following submission of W9 and other required information by Publisher, on Net 30 terms. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorizedrepresentatives as of the Effective Date.PEANUT LABS MEDIA: PUBLISHER:By: By:Print Name: Print Name:Print Title: Print Title:Telephone: (415) 659-8266 Telephone:Address: 114 Sansome St. Suite 920, San Address:Francisco, CA 94104 Other Terms & Conditions
Peanut Labs Media Publisher Agreement Confidential1. Key Definitions all express or implied warranties, including but not limited to all implied warranties of merchantability or fitness for aAdvertising Offers or Offers – CPA advertising that includes particular purpose, as well as any warranties of non-both free and paid advertising offers provided by Peanut Labs infringement and warranties alleged to have arisen fromMedia Clients. custom, usage, or a course of dealings between the parties.Clients – Peanut Labs Media customers who provide the Except as expressly provided in this agreement, PLM shalladvertising and surveys. have no liability arising out of or in any way related to publisher’s display of offers, PLM or any other contentEnd Users – Online users of a Publisher’s website(s) or other served by PLM.online properties.Net Advertising Offer Revenues – Gross advertising related b. No Guarantee. PLM makes no representation, warranty orrevenues less costs of fraud and chargebacks and sale-related guarantee regarding the number of completed Surveys orcosts. completed Offers that may be generated under this agreement. PLM further makes no representation, warrantyNet Survey Revenues – Gross survey related revenues less costs or guarantee regarding the number or frequency of surveysof fraud and chargebacks and sale-related costs. or advertising offers made available under this agreement.Publisher – Entity that owns and operates one or more online c. Limitation on Liability. In no event shall PLM be liable toproperties with online users, publishing online content. publisher or publisher publishers for any damagesRevenue Share – Net Revenues received by PLM from Clients whatsoever, including without limitation any special,that shall be shared between PLM and Publisher. indirect, incidental, or consequential damages, or damages for loss of data, lost profits, or lost business opportunities,Surveys – Market Research Online Surveys that are free and regardless of the legal theories under which such damagesprovided by Peanut Labs Media Clients. are sought, and even if advised in advance of the possibility5. Term of such damages, arising out of any claim whatsoever, including without limitation the following: a. Term. This Agreement will be valid for a period of i. Claims arising out of publisher’s use of, or inability one year following the date of this Agreement and to use, any content, service, offer, documentation, shall continue thereafter month-to-month until instructions, technical specifications and / or links canceled by either party. provided by PLM or a client under this agreement; b. Termination Without Cause. This Agreement may ii. Claims arising out of publisher’s use of, inability to be canceled by either party at any time for any use, connection with or linking to any peanut labs or reason with a 60-day written notice to the other sponsor server; or party. iii. Claims arising out of decisions made by or conduct c. Termination for Material Breach. Either party may of a client, including without limitation the failure of terminate this Agreement at any time on 30 days a client to give credit for completed surveys or prior written notice to the other party, if that other completed referral(s); or party materially breaches any term or condition of this Agreement and fails to cure the breach during Without limiting the foregoing, peanut labs’ maximum that 30-day period. aggregate liability to publisher for a claim related in any way to and permitted by this agreement, under any contract,6. Disclaimers negligence, tort, strict liability or other theory, including without limitation other claims, will be limited to the totala. No Warranty. PLM makes no warranty, express, implied or amount paid by peanut labs to publisher in the three (3) statutory, with respect to any matter related to this months prior to the occurrence of such claim. agreement, including without limitation payment services, advertisements, links, referrals, market research surveys, content provided by PLM, content provided by clients, data provided in the online reporting panel, offers, peanut labs iframes, the publisher guide and /or any technical specifications supplied by peanut labs or any person or entity acting on its behalf. Peanut labs expressly disclaims
Peanut Labs Media Publisher Agreement Confidential7. Indemnification. Both parties hereby agree to indemnify agrees that Peanut Labs owns all right, title, and and hold each other harmless from and against any and all interest in and to Peanut Labs Media and all third-party claims and/or any and all losses, costs, damages, matters related to it, including without limitation liabilities, judgments, or settlements resulting from such Peanut Labs’ serving technologies, program third-party claims or from regulatory actions, including design, content, websites, software, computer code, defense costs, fines, expenses and reasonable attorneys’ business processes and the Online Reporting Panel, fees. and that Publisher acquires no rights or title to, interest in or ownership of the Peanut Labs Media8. Miscellaneous. except for the explicit and limited rights expressly set forth in this Agreement. Peanut Labs’ a. Notices. All notices under this Agreement shall be ownership does not extend to matters licensed by given in writing and delivered in a commercially Peanut Labs from third parties reasonable manner. h. Confidentiality. All technical and business b. Relationship. The relationship of the parties under information furnished by either party to this this Agreement is one of independent contractors Agreement (the “disclosing party”) to the other and no agency, partnership, joint venture, or party (the “receiving party”) under or in similar relationship is created hereby. contemplation of this Agreement that it is c. Governing Law. This Agreement and any disputes confidential or proprietary (collectively, between the parties shall be governed by and “Information”) shall remain the property of the construed according to the laws of California as disclosing party. Unless the disclosing party such laws are applied to contracts made and to be otherwise agrees in writing, this Information (a) performed entirely in California. shall be treated in confidence by the receiving party and used by the receiving party only for the d. Publicity. Publisher agrees that Peanut Labs may purposes of performing the receiving partys include Publisher’s name, logo and/or URL in lists obligations under this Agreement; (b) shall not be of representative customers (including website reproduced or copied in whole or in part, except as lists), marketing materials, investor or other necessary for use as authorized in this Agreement; presentations, financial reports and any materials (c) shall be made available only to those employees prepared for Sponsors or potential Sponsors. of the receiving party who have a need to have access to the Information and have agreed to e. Prohibition on Assignment. Publisher may not comply with the terms of this Section; and (d) assign any of its rights or delegate any of its duties shall, together with any copies thereof, be returned, under this Agreement without the prior written be destroyed, or, if in the form of software consent of Peanut Labs, such consent not to be recorded on an erasable storage medium, be erased unreasonably withheld. when no longer needed by the receiving party to perform its duties under this Agreement or when f. Entire Agreement. This Agreement constitutes the this Agreement terminates, whichever occurs first. entire understanding and agreement between the The above conditions do not apply to any part of parties. the Information which (i) is independently g. Intellectual Property. Publisher shall not, and shall developed by the receiving party as evidenced by not directly or indirectly encourage or knowingly documentation in the partys possession; (ii) is permit any third party to (a) modify, reverse lawfully received from another source free of engineer, decompile, disassemble, or attempt to restriction and without breach of this Agreement; derive the source code from any PLM or Publisher or (iii) has become generally available to the public services, software or documentation; (b) alter, without breach of this Agreement by the receiving modify, remove or obscure content served by party (each an “Exemption”). In the event of Peanut Labs in any way, including without termination of the Agreement, the provisions set limitation legal or proprietary rights notices forth in this Section shall continue to apply to such associated with such content; or (c) create or Information that is not subject to an Exemption. attempt to create a similar service to PLM or Publisher through any proprietary or confidential information shared hereby. Additionally, Publisher