PUBLISHER TERMS AND CONDITIONS

The following terms and conditions govern all use of the App Distribution Platform (the “Service”).  The Service is owned and operated by MMTG Labs, Inc. (“Company”).  The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (“Agreement”) and all other operating rules, policies and procedures that may be published from time to time on this website by Company.

1.             OBLIGATIONS.

1.1.       Publisher’s Obligations.  Throughout the term of this Agreement, Publisher may use the Service for the sole purpose of integrating and displaying the banner ads provided by MMTG (“Ads”) on the Publisher’s mobile web properties (“Publisher Mobile Properties”).  Publisher shall comply with all requirements (including, without limitation, with respect to the form and manner of displaying the Ads) specified by MMTG on its website (if any).  Publisher agrees that it will promptly inform MMTG in writing of any material changes to the Publisher Mobile Properties.

1.2.       Payment.  Subject to Publisher’s compliance with the terms and conditions of this Agreement, MMTG will compensate Publisher in accordance with the following payment policy (which shall apply unless otherwise agreed to by the parties in a separate writing):

MMTG reserves the right to set campaign rates, which may vary with market conditions.  Calculation of Publisher earnings, including impressions and click through numbers, shall be in MMTG’s sole discretion.  In the event Publisher disagrees with any such calculation, Publisher shall immediately send a written request to MMTG detailing, with specificity, Publisher's concerns.  Thereafter, MMTG will provide Publisher with an explanation or, if such calculations are determined by MMTG to be incorrect, an adjustment.  MMTG’s calculations shall be final and binding.

All payments will be made within thirty (30) days from the end of the calendar quarter in which they accrue (made only via PayPal and minus PayPal fees).  If the fees that accrue in a calendar quarter are less than $100.00, then MMTG shall have the right to withhold payment until the next calendar quarter in which the fees exceed $100.00.  If Publisher has not properly set up payment mechanisms for a period of one hundred and eighty (180) days, then the fees accrued in that period shall be forfeited by Publisher (and therefore, retained by MMTG).

Publisher shall not, and shall not authorize or encourage any third party to generate fraudulent clicks or impressions or installs of any application, including but not limited to, through repeated manual clicks, the use of robots or other automated tools.  MMTG shall not be liable for any payment based on any fraudulent clicks/impressions/installs generated by any person, robot, automated program or similar device, as reasonably determined by MMTG.

2.             CONFIDENTIAL INFORMATION.  All business, technical and financial information Publisher obtains from MMTG in connection with this Agreement shall be treated as MMTG’s confidential information (“Confidential Information”).  Publisher shall not disclose any Confidential Information to any third party or, except to the extent necessary to carry out Publisher’s obligations under this Agreement, use any Confidential Information.  Publisher’s nondisclosure obligation shall not apply to information it can document: (a) is or becomes generally available to the public through no improper direct or indirect action or inaction by Publisher; or (b) is independently developed by Publisher.  Publisher may disclose the Confidential Information if disclosure is required by law or court order, provided that disclosure is limited to the minimum extent required and MMTG is provided the reasonable opportunity to obtain confidential treatment and a protective order.  Because of the unique and proprietary nature of the Confidential Information, MMTG shall be entitled to injunctive relief, without the necessity of posting any bond or surety, in addition to all other remedies available in law or equity in the event of any breach of this Section.

3.             WARRANTY DISCLAIMER.  THE SERVICE, AND ALL ADS (AND ALL CONTENT ACCESSIBLE THROUGH SUCH ADS), ARE PROVIDED “AS IS” AND MMTG AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.    

4.             LIMITATION OF LIABILITY.  NEITHER MMTG NOR ANY OF ITS LICENSOR OR SUPPLIERS SHALL BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO PUBLISHER BY MMTG HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE FO ACTION ACCRUES, (II) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (IV) MATTERS BEYOND MMTG’S REASONABLE CONTROL.

5.             TERM AND TERMINATION.  This Agreement shall survive until terminated by either party as set forth below.  Either party may terminate this Agreement for any or no reason upon written notice to the other party (which, if to Publisher, may be delivered by MMTG to the Publisher email address provided during the registration process).  Further, MMTG may immediately suspend Publisher’s access to the Service if it determines that material changes to the Publisher Mobile Properties or Ads therein are detrimental to MMTG.  Sections 2 through 8 (inclusive) shall survive termination of this Agreement.

6.             INDEPENDENT CONTRACTORS.  For all purposes of this Agreement each party shall be and act as an independent contractor and not as Publisher, joint venturer, or agent of the other and shall not bind, nor attempt to bind, the other to any contract.  Each party shall have only those rights and responsibilities specifically described in this Agreement.  Nothing in this Agreement shall be construed to restrict either party from entering into any other similar or different referral arrangements with third parties.  Neither party is authorized to, and neither party shall make, any statements, representations, warranties or guarantees to customers or potential customers regarding the other party’s services or products.  Nothing contained herein will give either party any right, title or interest in any property of the other party, including any trademarks, trade names, logos, designations or copyrights of the other party.  Publisher shall indemnify and hold MMTG harmless from and against all damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) arising from or related to Publisher’s violation of any law or regulation.

7.             Miscellaneous.  Except as otherwise expressly set forth herein, all notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax, or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice.  Neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other party (and any such attempt shall be void); provided that, either party may, without such consent, assign and transfer this Agreement to a successor to substantially all of its business or assets to which this Agreement relates.  The parties agree that this Agreement shall be governed by the laws of the State of California without regard to the conflict of the laws provisions thereof.  The parties further agree that if any portion of this Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  This Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.