Publisher’s Terms of Service
Contributor’s Terms of Service

GUMGUM PUBLISHER AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN THE CONTENT PUBLISHER (“Publisher,” “You” or “Your”) AND GUMGUM, INC. (”GumGum”), OPERATOR OF THE WEBSITE LOCATED AT WWW.GUMGUM.COM (the “Website”). THIS AGREEMENT GOVERNS THE TERMS BY WHICH YOU MAY LICENSE THE GUMGUM TECHNOLOGY (DEFINED BELOW) FOR USE WITH CONTENT INCLUDING, BUT NOT LIMITED TO, PHOTOGRAPHIC IMAGES AND AUDIO, VISUAL AND TEXTUAL CONTENT (”Content”) LICENSED BY YOU FROM CONTENT AGENCIES THAT ARE REGISTERED AS CONTRIBUTORS PURSUANT TO A LICENSE AGREEMENT WITH GUMGUM (“GumGum Contributors”). THIS AGREEMENT ALSO GOVERNS THE TERMS OF YOUR PARTICIPATION IN GUMGUM’S “ShopThisLook” SERVICE (THE “STL Service” and together with the GumGum Technology referred to herein, collectively, as the “GumGum Features”). ANY USE OF THE GUMGUM TECHNOLOGY OR PARTICIPATION IN THE STL SERVICES CONSTITUTES ASSENT AND ACCEPTANCE OF THIS AGREEMENT BY YOU AND, IF APPLICABLE, THE BUSINESS ENTITY ON WHOSE BEHALF YOU USE ANY OF THE GUMGUM FEATURES AND SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY ON WHOSE BEHALF YOU USE ANY OF THE GUMGUM FEATURES. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE AUTHORIZED OR LICENSED TO USE THE GUMGUM TECHNOLOGY OR PARTICIPATE IN THE STL SERVICE, EVEN IF YOU RECEIVE THE GUMGUM TECHNOLOGY FROM GUMGUM, AND GUMGUM SHALL HAVE NO OBLIGATIONS TO YOU HEREUNDER. GUMGUM MAY MODIFY OR UPDATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE. ANY ADDITIONAL OR DIFFERENT TERMS IN THIS AGREEMENT SHALL BE EFFECTIVE UPON BEING POSTED ON THIS PAGE OF THE WEBSITE. YOUR CONTINUED USE OF THE GUMGUM TECHNOLOGY OR PARTICIPATION IN THE STL SERVICE FOLLOWING THE POSTING OF ANY ADDITIONAL OR DIFFERENT TERMS IN THIS AGREEMENT CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE OF THOSE ADDITIONAL OR DIFFERENT TERMS.

I. LICENSED CONTENT PUBLISHING

1. EXCLUSIVITY. When integrated into Content licensed by You from GumGum Contributors (“Licensed Content”), tracking elements provided by GumGum will allow GumGum to place advertising, including interactive overlays and underlays within or adjacent to the Licensed Content displayed on the Publisher Websites (defined below) (the “GumGum Technology”). These advertisements may include, among other things, third party text and video feeds, links to websites, offers, and downloads of third party software applications (“Advertisements”). During the term of this Agreement, GumGum shall have the exclusive right to sell and serve Advertisements placed within or adjacent to all of the Licensed Content displayed on Publisher Websites so long as the GumGum Technology is installed or integrated with Licensed Content displayed on such Publisher Websites. GumGum assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of any such Advertisement, third party advertiser or Licensed Content.

2. PUBLISHER OBLIGATIONS. Publisher will (1) install and integrate the GumGum Technology into websites owned or operated by Publisher (“Publisher Websites”) for use in connection with all of the Licensed Content displayed on the Publisher Websites; (2) permit GumGum to monitor and validate Publisher’s use of the GumGum Technology; (3) agree to the license agreement for each GumGum Contributor from which Publisher wishes to obtain Licensed Content (“Contributor License Agreement”); (4) pay to GumGum all fees payable under the applicable Contributor License Agreement corresponding to Licensed Content displayed on the Publisher Websites if Publisher elects to display such Licensed Content pursuant to the Pay Per View pricing model described in Article III, Section 1; (5) immediately report to GumGum any problems with the GumGum Technology; (6) use best efforts to prevent unauthorized use of the Licensed Content and the GumGum Technology; and (7) immediately report to GumGum any violation or alleged violation of the intellectual property rights of any GumGum Contributor or GumGum. Publisher acknowledges that the GumGum Technology employs cookies that are stored on computers used by end-users who visit the Publisher Websites and such cookies transmit navigational, behavioral and tracking information about the end-users’ use of such Publisher Websites to GumGum and GumGum’s vendors and service providers. In addition to the foregoing obligations, Publisher shall accurately disclose in all applicable privacy policies posted on each Publisher Website that such cookies are used in connection with the operation of such Publisher Website to transmit navigational, behavioral and tracking information about the end-users’ use of such Publisher Website to the Publisher’s third party vendors and service providers.

3. OWNERSHIP. As between the parties, GumGum retains sole ownership of all materials and content contained on the Website (other than the Licensed Content) including, but not limited to, the GumGum Technology, graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons, and the compilation of such materials and content on the Website and all intellectual property rights therein. All trademarks, service marks, and trade names are proprietary to GumGum and/or its third party licensors. Publisher shall not in any manner whatsoever copy, reproduce, republish, upload, post, transmit, or distribute any material from the Website other than the GumGum Technology or the Licensed Content. GumGum (or its third party licensors) shall retain full and complete title to the GumGum Technology and all intellectual property and proprietary rights therein. Publisher shall remain the exclusive owner of all right, title and interest, including copyright rights, in and to the Publisher Websites and no title or copyright is granted or transferred to GumGum or any third party except as otherwise provided in this Agreement or a Contributor License Agreement.

4. LICENSE GRANT.
A. GumGum Technology. Subject to all of the terms and conditions herein, GumGum grants to Publisher a non-exclusive, non-sublicenseable, non-transferable license to (i) install and integrate the GumGum Technology on the Publisher Websites; and (ii) display and use the GumGum Technology in connection with the Licensed Content on the Publisher Websites. GumGum may refuse to grant any license of the GumGum Technology or to cancel this Agreement at any time in its sole discretion.
B. Restrictions on License.
i. Except as otherwise permitted for purposes of interoperability as specified by applicable and mandatory local law, You shall not reverse assemble, reverse compile, reverse engineer or in any way derive or attempt to derive from the GumGum Technology any source code or the structure, sequence or organization of such code.
ii. You may not sublicense, assign or otherwise transfer the GumGum Technology, this Agreement or the rights under it, whether by operation of law or otherwise (“attempted transfer”), without GumGum’s prior written consent. Any attempted transfer without GumGum’s prior written consent shall be null and void and a material breach of this Agreement and may, at GumGum’s option, result in the immediate termination of the Agreement and licenses granted under this Agreement.
iii. You may not use the GumGum Technology in connection with any website that promotes, engages in or facilitates any illegal acts including, but not limited to, racism, hatred, threats, harassment, stalking, abuse, vulgarity, obscenity, libel, hate, or invasion of privacy in any way.
iv. You may not use the GumGum Technology in connection with any website or content that that infringes upon any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any party, or which You do not have the right to transmit under any law, contract, or fiduciary relationship.
v. You may not use the GumGum Technology to upload, post, email, or otherwise transmit anything that contains worms, viruses, or any other computer file, code, or program designed to disrupt, interrupt, limit, or disable any of the functionality of the GumGum Technology, or any hardware, or telecommunications equipment.
vi. You may not change the name of any data file included within the GumGum Technology.
vii. You may not use the GumGum Technology to interfere with the normal functioning of the Website or any servers or network.
viii. You shall not use the GumGum Technology to knowingly or unknowingly violate any local, state, national or foreign law or regulation.
ix. You shall only use the GumGum Technology in connection with the display of Licensed Content on the Publisher Websites.

5. Violations of Restrictions on License. In the event Publisher violates Section 4(b)(vi) of this Article I, (a) GumGum shall be permitted to withhold all amounts payable to Publisher under the Revenue Share pricing model described in Article III, Section 1 or (b) if Publisher has elected to license the Licensed Content pursuant to the Pay Per View pricing model described below in Article I, Section 1, Publisher shall immediately pay all amounts payable to GumGum hereunder.

6. GUMGUM SERVICES. Upon GumGum’s written acknowledgement of this Agreement, Publisher shall install and integrate the GumGum Technology into the Publisher Websites. Once GumGum has verified integration of the GumGum Technology, Publisher shall notify GumGum of the GumGum Contributors from which Publisher desires to obtain Licensed Content. Once Publisher has agreed to the terms and conditions of each applicable Contributor License Agreement, GumGum shall provide Publisher with a user name and password for use on such GumGum Contributors’ websites to obtain Licensed Content (“GumGum User ID”). Upon receiving a GumGum User ID, Publisher may use the GumGum Technology to track and monitor Licensed Content obtained from the corresponding GumGum Contributor. Publisher acknowledges and agrees that the GumGum Technology may track and monitor Content that is obtained from GumGum Contributors without a GumGum User ID or that is displayed on Publisher Websites after the expiration of the applicable Contributor License Agreement.

II. ShopThisLook INTEGRATION

1. LICENSE GRANT. Upon either (a) Your integration of the GumGum Technology into Licensed Content displayed on a Publisher Website under Article I or (b) GumGum’s receipt of notice of Your desire to participate in the STL Service through one or more Publisher Websites, GumGum shall have a perpetual and royalty-free right and license to place on any and all Content displayed on the Publisher Website a “ShopThisLook” badge (a “STL Badge”), which, when clicked on by an end-user, will display Advertisements for products corresponding to products displayed in such Content. Content upon which STL Badges are placed shall be selected by GumGum in its sole and absolute discretion. GumGum shall have the unconditional right to suspend or terminate the STL Service in its sole and absolute discretion with respect to any particular Content or all Content displayed on the Publisher Websites.

2. PUBLISHER RESTRICTION. You shall not, nor attempt to, remove, disable, interfere with or transfer to any other website any STL Badge placed by GumGum on a Publisher Website.

3. OWNERSHIP. All STL Badges placed upon the Publisher Websites shall remain the exclusive property of GumGum and GumGum retains any and all intellectual property and proprietary rights therein.
III. GENERAL TERMS AND CONDITIONS OF GUMGUM FEATURES

1. FEES AND PRICING.
A. Licensed Content Management.
i. If Publisher integrates GumGum Technology into Licensed Content under Article I. above, Publisher shall elect to license the Licensed Content either pursuant to (i) a pay-per-view pricing model (“Pay Per View”) or (ii) a revenue share pricing model (“Revenue Share”).
ii. If Publisher selects the Pay Per View model, GumGum shall not have the right to insert advertising within or adjacent to the Licensed Content as described in Article I, Section 1 above and, in consideration of the license of the GumGum Technology granted hereunder, Publisher shall pay to GumGum fees, based upon the CPM established by Contributor and GumGum, for Licensed Content licensed by Publisher. Payments of such fees by Publisher shall be due within thirty (30) days following the end of the month in which the Licensed Content is licensed by Publisher.
iii. If Publisher selects the Revenue Share model, no fees for the Licensed Content shall be payable by Publisher hereunder and GumGum shall be entitled to retain one hundred percent (100%) of any and all revenue it receives from the sale of Advertisements placed within or adjacent to Licensed Content displayed in connection with the GumGum Technology integrated within the Publisher Websites.
B. STL Service.
i. In consideration of GumGum’s placement of STL Badges on the Publisher Websites under Article II above, GumGum shall be entitled to retain forty percent (40%) of any and all revenue it receives from the sale of Advertisements linked to STL Badges placed on or adjacent to Content displayed on the Publisher Websites.

2. TAXES. You are solely responsible for all federal, state, local or other applicable taxes that might apply to You in respect of payments received by You.

3. CONFIDENTIALITY. You acknowledge that all data, information, documents, software or materials relating to GumGum, or its shareholders, affiliates, licensors or licensees, that is designated as confidential or that a reasonable person would consider to be confidential including, but not limited to, business plans, technology, processes, products, designs, pricing, promotions, finances, research, development, know-how, trade secrets, personal information of any kind of users of the Website (“Confidential Information”) may be disclosed to You during the course of this Agreement. You agree that during and after the term of this Agreement You will not use any Confidential Information other than as necessary to perform Your obligations under this Agreement and You will not disclose to any other person or entity any such Confidential Information, except as specifically authorized under this Agreement.

4. REPRESENTATIONS AND WARRANTIES. You represent and warrant as follows:
(i) You have the legal authority to enter into this Agreement, have the right to grant all of the rights contemplated to be provided under this Agreement;
(ii) You own or have a license of all necessary rights to permit GumGum, as provided herein, to place STL Badges on all Content displayed on the Publisher Websites, however such Content may change from time to time; and
(iii) None of the Publisher Websites, nor any Content displayed thereon, infringes or will infringe any rights of any third party including, without limitation, intellectual property rights, contract rights and rights of privacy and publicity, (b) violate any applicable laws, rules of regulations, (c) be defamatory, fraudulent, misleading or inaccurate or (d) contain any pornographic, violent or hate-based imagery.

5. NO WARRANTY.
THE GUMGUM FEATURES AND THE WEBSITE ARE PROVIDED ON AN “AS IS” BASIS. GUMGUM DOES NOT REPRESENT OR WARRANT THAT THE ANY OF THE GUMGUM FEATURES, THE LICENSED CONTENT OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. GUMGUM IS NOT RESPONSIBLE FOR (A) THE AVAILABILITY OR CONTENT OF THE LICENSED CONTENT OR ANY OF THE SERVICES ASSOCIATED WITH ANY OF THE GUMGUM FEATURES OR THE WEBSITE, (B) THE INACCURACY OR INCOMPLETENESS OF ANY CONTENT ON THE WEBSITE OR OF ANY ADVERTISEMENT LINKED TO A STL BADGE, (C) THE LINKAGE OR ASSOCIATION OF A SPECIFIC ADVERTISEMENT WITH SPECIFIC CONTENT THROUGH THE USE OF THE GUMGUM TECHNOLOGY OR A STL BADGE, (D) SEARCH RESULTS OR RATINGS OF LICENSED CONTENT ON THE WEBSITE, OR (E) THE IMPACT OF SEARCH RESULTS OR RATINGS ON SALES. GUMGUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE GUMGUM FEATURES, THE LICENSED CONTENT OR THE WEBSITE INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE WEBSITE OR THE GUMGUM FEATURES WILL (I) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, OR (IV) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY GUMGUM TO THE FULLEST EXTENT ALLOWED BY LAW. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE GUMGUM FEATURES, THE LICENSED CONTENT AND THE WEBSITE.

6. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL GUMGUM, ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS OR ANY GUMGUM CONTRIBUTOR BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF (OR INABILITY TO USE) THE WEBSITE, THE CONTENT OR ANY OF THE GUMGUM FEATURES INCLUDING, BUT NOT LIMITED TO: (1) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (2) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, LICENSED CONTENT OR OTHER INTANGIBLES; (3) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE ANY OF THE GUMGUM FEATURES OR THE WEBSITE, ERRORS OR OMISSIONS; (4) DAMAGES RELATED TO DOWNLOADING INFORMATION OR POSTING INFORMATION; AND (5) DAMAGES RESULTING FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CONTAMINATION OR DESTRUCTIVE PROGRAMS. IN NO EVENT SHALL GUMGUM HAVE ANY LIABILITY FOR USE OF ANY CONTENT BY PUBLISHER. GUMGUM’S MAXIMUM LIABILITY UNDER THIS AGREEMENT IN NO EVENT SHALL EXCEED ONE THOUSAND DOLLARS ($1000). THIS SECTION 6 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF GUMGUM AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS AND LICENSEES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. TERM AND TERMINATION. This Agreement shall continue in effect until either party notifies the other party in writing (including email) of its intent to terminate for any reason or no reason at least thirty (30) days in advance. Upon termination of this Agreement for any reason, You shall promptly remove the GumGum Technology and all Licensed Content from the Publisher Websites, or use Your best efforts to negotiate an agreement with the GumGum Contributors of such Licensed Content to allow for continued use of the Licensed Content. GumGum will continue, in accordance with this Agreement, to pay compensation due to You under the Revenue Share pricing model which accrued before the termination of this Agreement. Termination of this Agreement shall not prejudice either GumGum’s or any GumGum Contributor’s rights, defenses and limitations of liability provided under this Agreement or the Contributor License Agreement, which rights, defenses and limitations of liability shall survive termination of this Agreement. The following sections of this Agreement shall survive termination of this Agreement: Section Article I, Section 3, Article II, Section 3 and Article III.

8. INDEMNITY. You agree to indemnify, defend and hold GumGum and its affiliates, directors, officers, employees, agents, shareholders, licensors and distribution partners harmless from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) arising from or relating to (i) Your use of any Licensed Content, the GumGum Features and/or the Website; (ii) Your breach of the terms and conditions of this Agreement, the Contributor License Agreement or any representation, warranty or covenant made by You herein; or (iii) Your violation of any applicable law, statute, ordinance, regulation or any third party’s rights including, but not limited to, copyright infringement, infringement, dilution or tarnishment of any third party’s trademark or violation of any other intellectual property rights, or any claim of defamation, libel or slander. This obligation shall survive the termination and/or expiration of this Agreement.

9. APPLICABLE LAW. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction of the California state and U.S. federal courts located in the County of Los Angeles, California in all disputes arising from or relating to this Agreement or Your access to or use of the Website, GG Features and/or any services provided by GumGum.

10. GENERAL. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement replaces all prior and contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of both parties. GumGum may assign this Agreement in whole or in part at any time without Your consent. This Agreement is personal to You and You may not assign this Agreement or delegate any of Your obligations hereunder, except in the event of a third party’s acquisition of all or substantially all of Your stock, assets or business to which this Agreement pertains, provided that Your provide GumGum with not less than thirty (30) days prior written notice of such acquisition. Any purported assignment by You, other than as expressly permitted hereunder, shall be null and void. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If any portion of any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect. Headings used in this Agreement are for convenience only and have no legal or contractual significance. You may contact GumGum regarding this Agreement at legal@GumGum.com.

GUMGUM CONTRIBUTOR AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN THE CONTRIBUTOR OF CONTENT (“CONTRIBUTOR,” “YOU” OR “YOUR”) AND GUMGUM, INC. (”GUMGUM”) OPERATOR OF THE WEBSITE LOCATED AT WWW.GUMGUM.COM (THE “WEBSITE”). THIS AGREEMENT SETS FORTH THE TERMS BY WHICH YOU PERMIT GUMGUM TO OFFER OR PROVIDE YOUR CONTENT INCLUDING, BUT NOT LIMITED TO, PHOTOGRAPHIC IMAGES AND AUDIO, VISUAL OR TEXTUAL CONTENT (”LICENSED CONTENT”) TO PUBLISHERS THAT HAVE INSTALLED THE GUMGUM TECHNOLOGY (DEFINED BELOW) WITHIN THEIR WEBSITES FOR USE WITH THE LICENSED CONTENT (“GUMGUM PUBLISHERS”). ANY LICENSING OR DELIVERY OF LICENSED CONTENT TO A GUMGUM PUBLISHER FOR USE WITH THE GUMGUM TECHNOLOGY CONSTITUTES ASSENT AND ACCEPTANCE OF THIS AGREEMENT BY YOU AND, IF APPLICABLE, THE BUSINESS ENTITY ON WHOSE BEHALF LICENSED CONTENT IS PROVIDED TO GUMGUM PUBLISHERS FOR USE WITH THE GUMGUM TECHNOLOGY AND SIGNIFIES YOUR AGREEMENT AND SUCH BUSINESS ENTITY’S AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH BUSINESS ENTITY. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE AUTHORIZED OR LICENSED TO USE THE GUMGUM TECHNOLOGY, EVEN IF YOU RECEIVE THE GUMGUM TECHNOLOGY FROM GUMGUM, AND GUMGUM SHALL HAVE NO OBLIGATIONS TO YOU HEREUNDER. GUMGUM MAY MODIFY OR UPDATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE. ANY ADDITIONAL OR DIFFERENT TERMS IN THIS AGREEMENT SHALL BE EFFECTIVE UPON BEING POSTED ON THIS PAGE OF THE WEBSITE. YOUR CONTINUED LICENSING OR DELIVERY OF LICENSED CONTENT TO GUMGUM PUBLISHERS FOR USE WITH THE GUMGUM TECHNOLOGY FOLLOWING THE POSTING OF ANY ADDITIONAL OR DIFFERENT TERMS IN THIS AGREEMENT CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE OF THOSE ADDITIONAL OR DIFFERENT TERMS.

You appoint GumGum as your non-exclusive agent to register GumGum Publishers as users of your website (“Contributor’s Website”) and to license Licensed Content on the terms and conditions set forth in this Agreement and the Contributor License Agreement (defined below).

1. GUMGUM TECHNOLOGY. Contributor acknowledges and agrees that GumGum and/or a GumGum Publisher may integrate Licensed Content with tracking elements which allow GumGum to place advertising, including interactive overlays and underlays, within or adjacent to the Licensed Content displayed on Internet websites owned or operated by GumGum Publishers (the “GumGum Technology”). These advertisements may include, among other things, third party text and video feeds, links to websites, offers, and downloads of third party software applications (“Advertisements”). During the term of this Agreement, GumGum shall have the exclusive right to sell and serve Advertisements placed within or adjacent to the Licensed Content displayed on websites owned or operated by GumGum Publishers (“GumGum Publisher Websites”) so long as the GumGum Technology is installed or integrated with such websites. GumGum assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of any such Advertisement, third party advertiser or GumGum Publisher Websites.

2. CONTRIBUTOR OBLIGATIONS. You will (i) submit to GumGum, for display on the Website, a copy of your most recent license agreement governing the use of Licensed Content (“Contributor License Agreement”); and (ii) prior to receiving payments from GumGum, provide GumGum with the information necessary to distribute payment to Contributor. Contributor covenants and agrees that it will immediately notify GumGum of any changes to the Contributor License Agreement and provide GumGum with any revised versions of the Contributor License Agreement within ten (10) business days of such changes.

3. OWNERSHIP. As between the parties, GumGum retains sole ownership of all materials and content contained in, or appearing on, the Website (other than the Licensed Content and the Contributor License Agreement) and including, but not limited to the GumGum Technology, graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons and the compilation of any and all of the foregoing on the Website. All trademarks, service marks, and trade names are exclusively owned by GumGum and/or its third party licensors. Contributor shall not copy, reproduce, republish, upload, post, transmit, or distribute any material from the Website other than the Licensed Content in any way. GumGum (and/or its third party licensors) shall retain full and complete title to the GumGum Technology and all intellectual property and proprietary rights recognized anywhere in the world therein, even if the GumGum Technology is embedded in the Licensed Content. Contributor shall not redistribute, sell, decompile, reverse engineer, reverse-assemble, reverse-compile or in any way derive or attempt to derive from the GumGum Technology any source code. Contributor shall remain the exclusive owner of all right, title and interest, including all copyright rights, in and to the Licensed Content and no title or interest therein is granted or transferred to GumGum or any third party except as provided in this Agreement, the Publisher License Agreement or the Contributor License Agreement.

4. LICENSE GRANT. Contributor grants to GumGum the perpetual, worldwide right and license (i) to use, reproduce, publish, upload, post, transmit, crop, package, produce, publicly perform and display Licensed Content on the Website, (ii) the right to sublicense GumGum Publishers who have elected to pay GumGum in accordance with the Revenue Share pricing model (defined below) the right to reproduce, distribute, publish, upload, post, transmit, crop, package, produce, publicly perform and display the Licensed Content on GumGum Publisher Websites adjacent to or incorporating Advertisements and (iii) the right to distribute and syndicate the Licensed Content to GumGum Publishers and sublicense such GumGum Publishers the right to use, reproduce, distribute, publish, upload, post, transmit, crop, package, produce, publicly perform and display the Licensed Content on GumGum Publisher Websites or on websites owned by GumGum Publisher affiliates and in advertising units publicizing such websites running on third party websites. Contributor shall not provide or make available to GumGum or any GumGum Publisher any Licensed Content that infringes any patent, trademark, copyright, trade secret, privacy right, publicity right or other intellectual property or proprietary right or that otherwise violates any applicable law or regulation. In the event GumGum becomes aware that any of the Licensed Content violates or is alleged to violate any intellectual property or other rights of any third party, GumGum will notify Contributor of the alleged violation and Contributor shall immediately cease providing or making such Licensed Content available to GumGum and GumGum Publishers. Further, GumGum may use, reproduce, distribute, publish, upload, post, transmit, publicly perform and display on the Website a copy of the Contributor License Agreement provided by Contributor in order to provide GumGum Publishers with a GumGum ID (defined below) to be used to access the Contributor Website and obtain Licensed Content from the Contributor Website.

5. GUMGUM SERVICES. GumGum will use commercially reasonable efforts to register through the Contributor Website GumGum Publishers and GumGum will provide Contributor with the user name for each GumGum Publisher that has accepted the terms of the Contributor License Agreement. Contributor shall create a corresponding password for each user name (together with the user name referred to in this Agreement, collectively, as the “GumGum User ID”). Contributor agrees to promptly fulfill requests for Licensed Content submitted through the Contributor Website by GumGum Publishers employing a valid GumGum User ID; provided, however, that Contributor shall have the right, in its reasonable discretion, to reject any GumGum Publisher’s acceptance of the Contributor License Agreement and to refuse such GumGum Publisher’s request for Licensed Content and, in such event, Contributor shall promptly notify GumGum of Contributor’s rejection. GumGum will track and monitor Licensed Content obtained by GumGum Publishers to determine any amounts due to GumGum and/or Contributor pursuant to the Pay Per View and/or Revenue Share provisions set forth in Section 7 below.

6. TERM AND TERMINATION. This Agreement shall remain in effect until either party notifies the other party of its intent to terminate at least thirty (30) days in advance in writing for any reason or no reason. Upon termination of this Agreement for any reason, you shall immediately cease licensing or otherwise providing Licensed Content in connection with the GumGum Technology to GumGum Publishers using the GumGum User ID and GumGum will remove all of the Licensed Content from the Website. GumGum will continue to pay compensation due to you in accordance with this Agreement in respect of licenses granted to GumGum Publishers before termination of this Agreement. Amounts payable by GumGum are subject to any rights of set-off under this Agreement or available at law. GumGum will be entitled to retain all amounts owed to you until any applicable rights of set-off are determined. Notwithstanding any other provision in this Agreement, the termination of this Agreement shall not alter or affect the rights granted by GumGum to licensees or sublicensees in accordance with this Agreement. Nothing in this Agreement shall operate to limit or restrict you from licensing content to anyone unless you know or have reason to know that the content will be used with the GumGum Technology.

Termination of this Agreement shall not prejudice either Contributor’s or GumGum’s rights, defenses and limitations of liability provided under this Agreement, which rights, defenses and limitations of liability shall survive termination of this Agreement. The following sections of this Agreement shall survive termination of this Agreement: Section 3, 7, 8, 9, 10, 11, 12, 13, 14 and 15.

7. FEES AND PRICING. In full consideration of the licenses granted to GumGum and the Licensed Content provided to GumGum Publishers by Contributor hereunder, Contributor will be entitled to receive payment from GumGum in accordance with this Section 7. Contributor acknowledges that a GumGum Publisher that has accepted the Contributor License Agreement will be presented by GumGum with a choice of one of the following two pricing models for licensing the Licensed Content: (i) A pay-per-view model (“Pay Per View”) or (ii) a revenue share model (“Revenue Share”). If a GumGum Publisher selects the Pay-Per-View model, GumGum shall pay to Contributor sixty percent (60%) of the fees collected by GumGum from GumGum Publishers for Licensed Content, such fees to be based on the CPM established by Contributor and GumGum. If a GumGum Publisher selects the Revenue Share model, GumGum shall pay to Contributor sixty percent (60%) of Net Advertising Revenue. No fees shall be payable by GumGum with respect to any Licensed Content that is published or displayed on GumGum Publisher Websites pursuant to a sublicense granted by GumGum pursuant to Section 4(iv) above and GumGum’s only payment obligations to Contributor hereunder with respect to such use and exploitation of the Licensed Content shall be to pay Contributor in accordance with the Revenue Share model set forth in clause (ii) above. Notwithstanding anything in this Section 7 and notwithstanding a GumGum Publisher’s display or publication of Contributor’s content with, incorporating or in close proximity to, Advertisements, GumGum shall have no payment obligations to Contributor with respect to such content used by such GumGum Publisher if, prior to Contributor’s acceptance of this Agreement, such GumGum Publisher had a license agreement then in effect with Contributor for such content.

“Net Advertising Revenue” shall mean the gross revenue actually received by GumGum from the sale of Advertisements placed within or adjacent to Licensed Content displayed in connection with the GumGum Technology integrated within the GumGum Publisher’s websites, less any commissions and costs associated with serving the Advertisements. No compensation shall be payable to Contributor for use of the Licensed Content for GumGum-specific promotional and educational purposes on the Website or for downloads of watermarked images by users of the Website for comp design purposes. Payments shall be due and payable within thirty (30) days following the end of the month in which GumGum’s payment obligations accrue and, with respect to each Publisher that elects the Revenue Share pricing model, GumGum shall make available through the Website a statement showing Net Advertising Revenue for each file of Licensed Content.

8. TAXES. You are solely responsible for all federal, state, local or other applicable taxes that might apply to you in respect of payments received by you.

9. CONFIDENTIALITY. You acknowledge that all data, information, documents, software and materials relating to GumGum, its shareholders, affiliates, licensors or licensees, that is designated as confidential or that a reasonable person would consider confidential including, but not limited to, business plans, technology, processes, products, designs, pricing, promotions, finances, research, development, know-how, trade secrets and personal information of any kind of users of the Website (”Confidential Information”) may be disclosed to you during the course of this Agreement. You agree that during and after the term of this Agreement you will not use any Confidential Information other than as necessary to perform your obligations under this Agreement and you will not disclose to any other person or entity any such Confidential Information, except as specifically authorized under this Agreement.

10. REPRESENTATIONS AND WARRANTIES. You represent and warrant as follows:

(i) You have the legal authority to enter into this Agreement, have the right to grant all of the rights contemplated to be provided under this Agreement, and have not granted any rights or licenses with respect to any Licensed Content or any other intellectual property or technology that would conflict with the rights granted under this Agreement; and (ii) the Licensed Content does not and will not (a) infringe any rights of any third party including, without limitation, intellectual property rights, contract rights and rights of privacy and publicity, (b) violate any applicable laws, rules or regulations, (c) be defamatory, fraudulent, misleading or inaccurate or (d) contain any pornographic, violent or hate-based imagery or speech.

You shall not upload, transmit or otherwise deliver any Licensed Content to the Website or a GumGum Publisher website that contains any virus, worm, Trojan horse, or other mechanism or device that may circumvent, disable, defeat or block, or impair in any way any portion of the Website, any of the GumGum Publisher Websites, Licensed Content or any other hardware or computer system.

11. NO WARRANTY. THE GUMGUM TECHNOLOGY AND THE WEBSITE ARE PROVIDED ON AN “AS IS” BASIS. GUMGUM DOES NOT REPRESENT OR WARRANT THAT THE GUMGUM TECHNOLOGY OR THE WEBSITE PROVIDED WILL BE UNINTERRUPTED OR ERROR-FREE. GUMGUM IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF THE GUMGUM PUBLISHER WEBSITES OR ANY OTHER SERVICES THAT MAY BE LINKED TO THE GUMGUM TECHNOLOGY OR THE WEBSITE OR THE INACCURACY OR INCOMPLETENESS OF TUTORIALS OR OTHER CONTENT ON THE WEBSITE, SEARCH RESULTS OR RATINGS OF CONTENT ON THE WEBSITE, OR THE IMPACT OF SEARCH RESULTS OR RATINGS ON SALES. GUMGUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE GUMGUM TECHNOLOGY OR THE WEBSITE INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE WEBSITE OR THE GUMGUM TECHNOLOGY WILL (I) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, OR (IV) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED BY GUMGUM TO THE FULLEST EXTENT ALLOWED BY LAW. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE GUMGUM TECHNOLOGY AND THE WEBSITE.

12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL GUMGUM, ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSEES OR DISTRIBUTION PARTNERS OR ANY GUMGUM PUBLISHER BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF (OR INABILITY TO USE) THE WEBSITE OR THE GUMGUM TECHNOLOGY INCLUDING, BUT NOT LIMITED TO: (1) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (2) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, LICENSED CONTENT OR OTHER INTANGIBLES; (3) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE GUMGUM TECHNOLOGY OR THE WEBSITE, ERRORS OR OMISSIONS; (4) DAMAGES RELATED TO DOWNLOADING INFORMATION OR POSTING INFORMATION; AND (5) DAMAGES RESULTING FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CONTAMINATION OR DESTRUCTIVE PROGRAMS. GUMGUM’S MAXIMUM LIABILITY UNDER THIS AGREEMENT IN NO EVENT SHALL EXCEED ONE THOUSAND DOLLARS ($1000). THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF GUMGUM AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS AND LICENSEES SHALL BE LIMITED OR EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. INDEMNITY. You agree to indemnify, defend and hold GumGum and its affiliates, directors, officers, employees, agents, shareholders, distribution partners and licensees harmless from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including, without limitation, attorneys’ fees and costs) arising from or relating to (i) any Licensed Content uploaded, downloaded or posted by or distributed to a GumGum Publisher; (ii) your breach of any of the terms and conditions of this Agreement or any representation, warranty or covenant made by you herein; or (iii) your violation of any applicable law, statute, ordinance, regulation or any third party’s rights including, but not limited to, copyright infringement, infringement, dilution or tarnishment of any third party’s trademark or violation of any other intellectual property rights, or any claim of defamation, libel or slander. This obligation shall survive the termination and/or expiration of this Agreement.

14. APPLICABLE LAW. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflicts of laws rules. The parties hereby consent to the exclusive jurisdiction of the California state and U.S. federal courts located in the County of Los Angeles, California in all disputes arising from or relating to this Agreement or your access to or use of the Website and/or services provided by GumGum.

15. GENERAL. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement replaces all prior and contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of both parties. GumGum may assign this Agreement in whole or in part at any time without your consent. This Agreement is personal to you and you may not assign this Agreement or delegate any of your obligations hereunder, except in the event of a third party’s acquisition of all or substantially all of your stock, assets or business to which this Agreement pertains, provided that your provide GumGum with not less than thirty (30) days prior written notice of such acquisition. Any purported assignment by you, other than as expressly permitted hereunder, shall be null and void. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If any portion of any provision of this Agreement is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect. Headings used in this Agreement are for convenience only and have no legal or contractual significance. You may contact GumGum regarding this Agreement at legal@GumGum.com.