SOLVE MEDIA PUBLISHER AGREEMENT TERMS AND CONDITIONS

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
   1. "Advertisements" or "Ads" means materials or messages in any format, including, without limitation, banner ads, sponsored links, textual, audio-visual, and interactive (such as puzzle-style and type-in style) that promote an advertiser's brands, products, and/or services, which are served by the Service for display on Publisher Websites.
   2. "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
   3. "Confidential Information" has the meaning specified in Section 9.1 below.
   4. "Content" means all materials displayed or performed on or accessible through the Publisher Websites, including, but not limited to, text, graphics, articles, photographs, images, illustrations, audio clips, video clips, but excluding the Advertisements.
   5. "Cookie" means a Solve Media and/or a Third-Party Provider alphanumeric identifier assigned to and stored on an End User's computer when such computer communicates with the Service's ad server. The Cookies are recorded by the ad server to enable the collection of non-PII from End Users.
   6. "CPE" means cost per Engagement.
   7. "Disclosing Party" means the Party that discloses Confidential Information to the Receiving Party.
   8. "End User" means an end user of a Publisher Website.
   9. "Engagement" means an Advertisement correctly solved by an End User.
   10. "House Ads" means self-promotional Ads that Publisher runs on the Publisher Websites to put unsold Inventory to use.
   11. "Intellectual Property" has the meaning specified in Section 8 below.
   12. "Inventory" means the advertising inventory available on the Publisher Website.
   13. "Monthly Cycle" means the monthly period assigned to Publisher's account based on the calendar date when Publisher completes the registration process.
   14. "Named User" means an employee of Publisher, or an individual consultant engaged by and acting under the direction and control of Publisher, that is designated by Publisher during the registration process as having the right to access and use the Service on the terms and conditions of this Agreement.
   15. "Net Revenue" means the gross revenues attributable to a Party's sale, use, or other disposition of the Inventory, less: (i) sales, use, and excise taxes, (ii) any agency commissions, carrier and/or partner fees, and (iii) any allowances actually made or taken for returns, cash discounts, bad debts, or promotional allowances.
   16. "Personally Identifiable Information" or "PII" means any piece of information which can be used to uniquely identify, contact, or locate a single person, or can be used with other sources to uniquely identify a single person.
   17. "Privacy Policies" means the privacy policies maintained by Publisher on the Publisher Websites.
   18. "Publisher Websites" means the websites owned and/or controlled by Publisher, which Publisher has designated during the registration process as being available to receive and display Advertisements served by the Service.
   19. "Receiving Party" means the Party that receives Confidential Information from the Disclosing Party.
   20. "Service" means Solve Media's hosted advertising platform available via the Website by which Advertisements are served into the Inventory on Publisher Websites.
   21. "Solve Media Data" means the non-PII collected pursuant to Sections 4.2 and 4.3.
   22. "Term" means the term of this Agreement, which begins on the calendar day when Publisher completes the registration process and ends when terminated in accordance with Section 7.1.
   23. "Third-Party Providers" has the meaning specified in Section 4.3 below.
   24. "Website" means the website located at www.solvemedia.com/.
2. LICENSE GRANT; RESTRICTIONS ON USE.
   1. License Grant to the Service. Subject to the terms and conditions of this Agreement, Solve Media hereby grants to Publisher during the Term a limited, non-exclusive, non-transferable (except as permitted under Section 14 below) license, without the right to grant sublicenses, to authorize Named Users to access and use the Service solely for Publisher's internal use. Publisher shall be responsible to Solve Media for any and all acts or omissions of the Named Users. Solve Media reserves the right to change the availability of any feature, function, Advertisement, or Content relating to the Service, at any time, without notice or liability.
   2. Restrictions on Use. Publisher will not (and will not permit any third party to) make any use or disclosure of the Service, the Website, or the Solve Media Data that is not expressly permitted under this Agreement. Without limiting the foregoing, Publisher will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service or the Website; (ii) modify, adapt, or translate the Service or the Website; (iii) make any copies of the Service, the Website, or the Solve Media Data; (iv) resell, distribute, or sublicense the Service, the Website, or the Solve Media Data; make the Service or the Website available on a "service bureau" basis, or otherwise allow any third party to use or access the Service, the Website, or the Solve Media Data; (v) remove or modify any proprietary marking or restrictive legends placed on the Service or the Website; (vi) use the Service, the Website, or the Solve Media Data in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; (vii) introduce into the Service or the Website any software, virus, worm, "back door", Trojan Horse, or similar harmful code; (viii) authorize or encourage any third party to, generate fraudulent impressions of or fraudulent clicks on (or fraudulent type-ins or completions of puzzles, or the like, with respect to) any Advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ix) communicate directly with any advertiser regarding the Advertisements or Publisher's use of the Service; (x) proxy, modify, obscure, hide, or circumvent the identify, location, or other identifiable information about an End User; or (xi) initiate any communication of any kind that encourages, solicits, induces, diverts, entices, or otherwise diminishes Solve Media's business or relationship with any advertiser or publisher.
3. EDITORIAL ADJACENCY GUIDELINES. During the Term, Publisher shall adhere to the most current version of the Editorial Adjacency Guidelines set forth by the Interactive Advertising Bureau ("IAB") in its Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less.
4. ACCESS TO THE PUBLISHER WEBSITES; INVENTORY GUARANTEE.
   1. Sign-In Name; Password; Unique Identifiers. During the registration process for Named Users, Solve Media may require a Named User to create an account, which may include a unique sign-in name ("Sign-In Name"), password ("Password"), and perhaps certain additional information that will assist in authenticating a Named User's identity when that Named User logs into the Service in the future ("Unique Identifiers"). When creating the account, a Named User must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Named User. Publisher is solely responsible for the confidentiality and use of Publisher Named Users' Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. Publisher will promptly inform Solve Media of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. Solve Media reserves the right to delete or change a Named Userss Password, Sign-In Name, or Unique Identifier at any time and for any reason. Solve Media will not be liable for any loss or damage caused by any unauthorized use of Publisher Named Users' accounts.
   2. Right to Access by Solve Media. In order to use the Service, Publisher must make the Publisher Websites available to receive and display the Advertisements served by Solve Media and to receive the Cookies. Publisher hereby grants Solve Media the right during the Term to (i) access, index, and cache requests made from the Publisher Websites to the Service, including by automated means; (ii) use Cookies, web beacons, and other technologies on the Publisher Sites via the Advertisements in order to collect non-PII from and tailor Advertisements to End Users on Publisher Websites and other websites; (iii) collect and use PII voluntarily provided by End Users in response to Advertisements; and (iv) serve Advertisements into the Inventory.
   3. Right to Access by Third-Party Providers. Publisher hereby grants Solve Media the right to permit third-parties ("Third-Party Providers") to (i) use Cookies, web beacons, and other technologies on the Publisher Websites via the Advertisements in order to collect non-PII from and tailor Advertisements to End Users on Publisher Websites and other websites; and (ii) collect and use PII voluntarily provided by End Users in response to Advertisements.
   4. Inventory Guarantee. Throughout the Term, Publisher shall guarantee that all of the Inventory shall be filled via the Service, and Publisher hereby grants Solve Media the right to use Publisher's name in connection with the marketing, promotion, and sale of such Inventory.
5. PRIVACY POLICIES.
   1. Creation and Maintenance of Privacy Policies. During the Term, Publisher shall publish and maintain a Privacy Policy on each Publisher Website as set forth in this Section 5. Each Privacy Policy shall be clearly written and shall be prominently linked from the Publisher Website home page. At all times during the Term, Publisher shall ensure that its relationship with Solve Media, as described herein, is in compliance with Publisher's Privacy Policies.
   2. Required Disclosures. Publisher's Privacy Policies shall prominently and clearly disclose: (i) the nature and scope of the automatic collection and use of non-PII on the applicable Publisher Website; (ii) that Publisher shares certain non-PII with third parties for tailoring Advertisements to End Users on Publisher Websites and on other websites; (iii) that Publisher collects PII that End Users have voluntarily disclosed in response to an Advertisement, and shares such PII with third parties; and (iv) that End Users may opt out of Solve Media's collection and use of the non-PII and PII.
   3. Recommended Language. Publisher may fulfill the obligation set forth in Section 5.2 by including the following language, or statements substantially similar, in its Privacy Policies: "We share non-personal information about your activity at our website with third parties for the purpose of tailoring, analyzing, and reporting on advertising you see on this and other websites. These third parties may use cookies, web beacons, and/or other technologies to tailor the ads you see here and at other websites you may visit. In addition, we share with these third parties any information you voluntarily provide in response to an Advertisement. For more information about the information that is collected and used by third parties, or to opt-out of their collection and use of this information, please contact such third parties at the addresses listed below in this Privacy Policy.
6. FEES, PAYMENT, AND PRICING.
   1. Payment Terms. Each Party's share of Net Revenue shall be determined by Solve Media (in its sole discretion) on a calendar monthly basis. Solve Media shall pay Publisher within sixty (60) days after the close of each Monthly Cycle for the Inventory Solve Media sold during the previous Monthly Cycle. In the event Solve Media has not received complete payment from advertisers within one (1) year after the month in which such Inventory was sold, future amounts due to Publisher hereunder shall be subject to a setoff, reduction, and/or recoupment by Solve Media in the amount of such shortfall. For Inventory sold by Publisher, Publisher shall pay Solve Media within thirty (30) days of Publisher's receipt of payment from the advertiser. Publisher shall pay Solve Media the fees associated with any House Ads within thirty (30) days after receiving Solve Media's invoice. Notwithstanding anything to the contrary herein, if a Party's earned balance is less than Two Hundred Dollars ($200), no payment shall be made until the amounts owed by the other Party exceed such amount. If a Party disputes any payment made hereunder, it must notify the other Party in writing within thirty (30) days of any such payment. Failure to so notify the other Party shall result in the waiver by the Party of any claims related to such disputed payment. Payments shall be calculated solely based on records maintained by the Parties. To ensure proper payments, each Party is responsible for providing and maintaining accurate contact and payment information with the other Party regarding its account. If Publisher fails to provide Solve Media with proper payment information (i.e., an address to send a check, or ACH information, AND a completed W-9/W-8BEN/W-8BENc) within thirty (30) days after the commencement of the Term, Solve Media may, in its sole discretion, terminate this Agreement, in which case Publisher forever waives and forfeits any rights to payment under this Agreement.
   2. Exclusions. Solve Media shall not be liable for any payments based on (i) any fraudulent impressions, fraudulent clicks, or fraudulent type-ins or completions of puzzles, or the like, generated by any person, robot, automated program, or similar device, all as reasonably determined by Solve Media; (ii) impressions commingled with a significant number of any of the fraudulent occurrences described in (i) above; or (iii) any breach of this Agreement by Publisher. In addition, for the sake of clarity, if a Party does not receive the applicable payment in full from any advertiser, its liability or responsibility to the other Party shall be reduced by the pro rata amount not collected from the advertiser (and the other Party hereby releases the selling Party) with respect to such uncollected amount. Each Party shall exert commercially reasonable efforts to minimize bad debt and to collect all amounts due to the Parties.
   3. Taxes. The Party that collects revenue generated from the Advertisements shall pay all applicable sales, use, and other such taxes related to such revenue (excluding any taxes imposed or based on a Party's income) or provide the other Party evidence of exemption from such taxes.
   4. Records. Each Party shall keep, maintain, and preserve for at least one (1) year following termination or expiration of this Agreement accurate records relating to such Party's obligations hereunder. Such records shall be maintained as confidential, but shall be available for inspection and audit as provided herein.
   5. Audit. During the Term and for a period of six (6) years thereafter, each Party or its designee shall have the right to audit, no more than once per twelve-month period, the other Party's relevant books, records, and accounts for the purpose of verifying the accuracy of payments made to such Party as required under this Agreement. Each Party acknowledges and agrees that such accountant shall not have access to the books, records, and accounts relating to other products or services, except as such books, records, and accounts also directly relate to the payments due hereunder. Each audit will be conducted at the audited Party's place of business, or other place agreed to by the Parties, during the audited Party's normal business hours and with at least five (5) business days prior written notice to the audited Party. The auditing Party shall pay the fees and expenses of the auditor for the examination.
   6. Pricing. In cases where Publisher is selling Inventory via the Service, Publisher shall not sell any such Inventory for less than a Thirty Cents ($.30) cost per engagement without the prior, written approval of Solve Media.
7. TERMINATION.
   1. Termination. Either Party may terminate this Agreement: (i) for a material breach by the other Party where such breach is not cured within fifteen (15) days of written notice of such breach; (ii) on ten (10) days prior written notice to the other party in the event a Change in Law (as defined below) frustrates the purpose of this Agreement; or (iii) for convenience on written notice to the other Party.
   2. Effect of Termination. Upon termination of this Agreement:
      1. Each Party shall pay the other Party for all amounts payable hereunder as of the effective date of termination in the next scheduled payment cycle, taking into account any setoffs Solve Media may have pursuant to Section 6.1; provided, however, if Solve Media does not have Publisher's proper payment information on file (as described in Section 6.1) and Publisher, on notice from Solve Media, fails to provide the same within five (5) business days of such request, Publisher shall forever waive and forfeit any rights to payment of such amounts under this Agreement.
      2. If Solve Media terminates the Agreement for the material breach by Publisher in accordance with Section 7.1(i), Publisher shall pay Solve Media liquidated damages in the amount of two (2) times the gross revenues actually received by the Parties from their sale, use, or other disposition of Advertisements from the immediately prior calendar quarter;
      3. All rights and licenses granted hereunder will immediately cease, and Publisher will immediately cease all access of the Service; provided, however, that Solve Media shall continue to own all right, title, and interest in and to the Solve Media Data and any PII voluntarily submitted by End Users; and
      4. Publisher shall either return to Solve Media (or, at Solve Media's instruction, destroy and provide Solve Media with written certification of the destruction of) all documents, computer files, and other materials containing any Confidential Information (as defined below) of Solve Media that are in Publisher's possession or control.
   3. Survival. The following provisions will survive termination of this Agreement: Section 1 ("Definitions"), Section 6.1 ("Payment Terms"), Section 6.3 ("Taxes"), Section 6.4 ("Records"), Section 6.5 ("Audit"), Section 7.2 ("Effect of Termination"), Section 8 ("Ownership"), Section 9 ("Confidentiality"), Section 10 ("Representations and Warranties; Disclaimer; Changes in Law"), Section 11 ("Limitation of Liability"), Section 12 ( "Indemnification"), Section 14 ("Miscellaneous Provisions"), and this Section 7.3 ("Survival").
8. OWNERSHIP.
   1. Intellectual Property. Solve Media owns and shall own all right, title, and interest in and to the Service, the Website, the Solve Media Data, and any other data (including PII) submitted by End Users in response to an Advertisement, including all source code, object code, operating instructions, and interfaces developed for or relating to the Service and/or the Website, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the "Intellectual Property"). Publisher will have no rights with respect to the Intellectual Property other than those expressly granted hereunder. Publisher shall have no right to develop (or to permit any third party to develop) any software tool or other application that interfaces with the Service or the Website.
   2. Usage of Data. Solve Media, in its sole discretion, shall have the right to copy, sell, distribute, transfer, lease, assign, market, use, license, and re-market the Solve Media Data and any PII voluntarily provided by End Users without further obligation to Publisher. Publisher shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner such Solve Media Data or PII, or any portion thereof, to any third-party.
9. CONFIDENTIALITY
   1. Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means the Service, the Website, and any and all source code relating thereto; the Solve Media Data and any PII that End Users have voluntarily disclosed in response to an Advertisement; all Sign-In Names, Passwords, and Unique Identifiers; all pricing and Fees relating to the Service and the Inventory; and any other non-public information or material regarding Solve Media's and/or Publisher's legal or business affairs, financing, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the Receiving Party; (ii) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who, to the Receiving Party's knowledge, did not receive it, directly or indirectly, from the Disclosing Party.
   2. Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to the Disclosing Party's Confidential Information: (i) use such Confidential Information only in connection with its performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 9.4 below, restrict disclosure of such Confidential Information within its organization to only those employees and consultants and its Affiliates who have a need to know such Confidential Information in connection with its performance of this Agreement and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.
   3. Protection of Confidential Information. The Receiving Party shall protect the confidentiality of the Disclosing Party's Confidential Information using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
   4. Compliance by Affiliates and Personnel. The Receiving Party shall, prior to providing any Affiliate, employee, or consultant access to any of the Disclosing Party's Confidential Information, inform such Affiliate, employee, or consultant of the confidential nature of such Confidential Information and require such Affiliate, employee, or consultant to comply with the Receiving Party's obligations hereunder with respect to such Confidential Information. The Receiving Party shall be responsible for any violation of this Section 9 by any such Affiliate, employee, or consultant.
   5. Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any of the Disclosing Party's Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER; CHANGE IN LAW.
    1. Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licenses granted hereunder; and (ii) it shall comply with all applicable federal, state, and local laws, rules, and regulations in the conduct of its business and in the performance of its obligations under this Agreement, including, without limitation, laws relating to advertising, the Internet, privacy and unfair business practices.
    2. Additional Representations and Warranties of Publisher. Publisher further represents and warrants to Solve Media that: (i) Publisher is the owner of each Publisher Website or that Publisher is legally authorized to act on behalf of the owner of each such Publisher Website for the purposes of this Agreement; (ii) Publisher is the sole owner of (or otherwise has sufficient rights to) all Content on Publisher Websites that will be submitted to be included in the Service, and has the right to place Advertisements on such Publisher Websites and to permit Solve Media and Third-Party Providers to collect and use End User data as specified herein; (iii) no Content on any of Publisher Websites and no Advertisements sold by Publisher will infringe or otherwise violate the rights of any third party; (iv) Publisher shall, during the Term, maintain the Privacy Policies as set forth in Section 5 and comply with the provisions of Section 2.2.
    3. Disclaimer. SOLVE MEDIA CANNOT GUARANTEE THAT THE SERVICE OR THE WEBSITE WILL BE AVAILABLE AT ALL TIMES, OR THAT EVERY ERROR IN THE SERVICE OR PROBLEM RAISED BY PUBLISHER WILL BE RESOLVED. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 AND SECTION 10.2, THE SERVICE, THE WEBSITE, AND THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY SOLVE MEDIA HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN ADDITION, PUBLISHER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SOLVE MEDIA HAS NO CONTROL OVER (AND IS MERELY A PASSIVE CONDUIT WITH RESPECT TO) ANY ADVERTISEMENT THAT MAY BE SUBMITTED, PUBLISHED, OR SERVED ON THE PUBLISHER WEBSITES, AND THAT PUBLISHER IS SOLELY RESPONSIBLE (AND ASSUMES ALL LIABILITY AND RISK) FOR DETERMINING WHETHER OR NOT SUCH ADVERTISEMENTS ARE APPROPRIATE OR ACCEPTABLE TO PUBLISHER. SOLVE MEDIA MAKES NO GUARANTEE REGARDING THE LEVEL OF IMPRESSIONS OF OR CLICKS ON ANY ADVERTISEMENT, OR THE TIMING OF DELIVERY OF SUCH IMPRESSIONS AND/OR CLICKS. IN ADDITION, PUBLISHER ACKNOWLEDGES AND AGREES THAT SOLVE MEDIA MAY NOT BE ABLE TO FILL ONE HUNDRED PERCENT (100%) OF ADVERTISING REQUESTS SENT TO ITS SERVERS WITH PAYING ADVERTISEMENTS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 AND SECTION 10.2, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO THE SERVICE, THE WEBSITE, THE SOLVE MEDIA DATA, THE ADVERTISEMENTS, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
    4. Changes in Privacy Laws. The Parties hereby acknowledge that: (i) the state of the law with respect to behavioral advertising, contextual advertising, cookies, PII, and informational privacy is unsettled; and (ii) subsequent to the Effective Date, new or changes in existing applicable federal, state, and local laws, rules, and regulations (a "Change in Law") may hold that the operation of the Service and the Website, the collection and use of data and cookies, or other activities as contemplated under this Agreement, is not permissible. Neither Party makes any representations or warranties with respect to such Changes in Law, and each Party hereby expressly disclaims any representations, warranties, guarantees, covenants, or obligations relating thereto. In the event any such Change in Law frustrates the purpose of this Agreement, either Party may terminate this Agreement on written notice in accordance with Section 7.1.
11. LIMITATION OF LIABILITY. IN NO EVENT WILL SOLVE MEDIA BE LIABLE TO PUBLISHER, ANY END USER, OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SOLVE MEDIA WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, SOLVE MEDIA'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED SOLVE MEDIA'S SHARE OF THE NET REVENUE ACTUALLY RECEIVED BY SOLVE MEDIA HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LOSS. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING FROM SOLVE MEDIA'S FAILURE TO MAKE PROPERLY DUE PAYMENTS HEREUNDER.
12. INDEMNIFICATION. Each Party shall indemnify, defend, and hold harmless the other Party, and the other Party's officers, directors, employees, attorneys, and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, fines, and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) incurred by such Indemnified Parties in connection with any third-party claim to the extent arising from, relating to, or alleging that the Party has breached any of its representations and warranties hereunder.
13. PUBLICITY.
    1. Branding on Publisher Websites. Publisher agrees to post Solve Media's name and logo at a point size not smaller than one-half (1/2) inch in height on either the homepage or the "advertising" page of each Publisher Website, as mutually agreed by the Parties. The logo shall hyperlink to a separate page communicating contact information for Solve Media.
    2. Promotional Materials. Publisher hereby grants Solve Media a non-exclusive, worldwide, non-transferable, royalty-free license to use Publisher's name, trademarks, service marks, and logos ("Publisher Trademarks") on Solve Media's website, promotional materials, and marketing collateral in connection with the Service. Solve Media shall make no other use of the Publisher Trademarks. Solve Media acknowledges and agrees that the rights granted to it under this Section are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of Publisher's rights with respect to the Publisher Trademarks. Publisher retains the right to specify, from time to time, the format in which Solve Media shall use and display the Publisher Trademarks, and Solve Media shall use or display the Publisher Trademarks only in a format approved by Publisher.
14. MISCELLANEOUS PROVISIONS. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Neither Party shall be liable to the other Party for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sub-licensable by either Party, except with the other Party's prior written consent, except to a successor to all or substantially all of that Party's assets or business (for which no consent of the other Party is required). This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to the conflict of laws provisions thereof. Without limiting Solve Media's right to seek injunctive or other equitable relief in court, either Party may elect (by written notice given prior to filing a complaint or, in the case of the defendant, prior to answering a complaint) to resolve a dispute by binding arbitration in the English language in San Francisco, California under the Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc.; the decision of the arbitrator will be enforceable in any court; and the arbitrator shall apply the law of Delaware, as stated above. The Party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. Both Parties agree that this Agreement, is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any modification to this Agreement must be in a writing signed by both parties; provided, however, that Solve Media may modify this Agreement at any time by posting such modification on www.solvemedia.com. It is Publisher's responsibility to check for such modifications on a regular basis. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever. This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which shall be deemed an original, but which together shall constitute one and the same instrument.

At Publisher's option, House Ads may be run on Publisher Websites through the Service. If Publisher elects to run House Ads, Solve Media will invoice and Publisher shall remit to Solve Media a fee of Three Thousand Five Hundred Dollars ($3,500) per month per Publisher Website running such House Ads. In addition, a variable fee of $1/CPM will be invoiced to Publisher should more than ten million (10,000,000) impressions be served in connection with such House Ads in the aggregate in any given month.