TokenAds Publisher Service Agreement 1. INTRODUCTION. The parties to this Agreement hereinafter are Social Tokens Ltd ("TokenAds") and you the Publisher (“Publisher,” as defined hereinafter). TokenAds facilitates "TokenAds" and or “Social Tokens Limited” (as defined hereinafter) by providing marketing services via the Internet. To qualify as a member of TokenAds' Platform (“Platform” or "Marketing platform"), Publisher must read and agree to the terms of this Agreement, and Publisher must meet and/or comply with all of the requirements described herein. Publisher's agreement to the terms of this Agreement is signified by clicking the box at the end of this Agreement entitled "I have read and agree to the terms of this Agreement." Publisher may not use the TokenAds services unless it agrees to the terms of this Agreement. This Agreement reflects the entire agreement between Publisher and TokenAds. Publisher will deliver the advertisements provided by TokenAds either as described in each Insertion Order or as selected by Publisher through our online publisher application (the "Advertisements") as offers to Publisher's site(s) (the "Site") for the benefit of TokenAds in connection with TokenAds’ advertising service (the "TokenAds Platform"). 2. ADVERTISMENTS SPESIFICATION Implementation. Publisher agrees to deliver all Advertisements in accordance with the Agreement, including any placement requirements and technical specifications provided by TokenAds to enable proper display of such Advertisements on a reasonably balanced delivery schedule. Any exceptions must be approved by TokenAds or and Social Tokens Ltd in writing. Publisher will be solely responsible for any and all costs Publisher incurs for the delivery of the Advertisements in accordance with such specifications and for any programming related to the same which Publisher elects to undertake. In no event shall Publisher modify or alter the content, text or appearance of any Advertisements without TokenAds’ prior written consent. 3. TERMS OF PAYMENT. Social Tokens Limited (“TokenAds”) shall pay Publisher for compensation at a set rate or amount on a per click, per lead, or per sale basis as described on the TokenAds website. for Advertisements actually delivered by Publisher, due and payable within thirty (30) days after the end of each calendar month; provided that amounts of less than fifty dollars ($50.00) will be held until amounts due equal or exceed fifty dollars ($50.00). "Net Advertising Revenue" means gross revenues billed for Advertisements fewer deductions for fraud, chargebacks, refunds, credit card processing fees, uncollected amounts, agency fees and referral fees. 4. FRAUD - Publishers who supply anything other than legitimate results will be terminated without notice. TokenAds will withhold payment until clarification of results that (1) Have been produced by Publishers who have ONLY programs generating clicks with no indication by site traffic that it can sustain the clicks reported; (2) Have shown fraudulent leads as determined by the Advertisers; (3) have much higher conversions per click rates than industry averages; (4) Where justification for the click rates is not evident to the reasonable satisfaction of TokenAds; and/or (5) Use fake redirects, automated software, or fraud to generate Events from the Programs. Publisher will be terminated if Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by TokenAds), as determined solely by TokenAds. Spamming to increase a click, sale or lead count will not be permitted. TokenAds does not accept spamming as a method of creating traffic. Members who participate in any spamming will be removed immediately from TokenAds and the Publisher is liable at TokenAds' sole discretion, to forfeit any earnings generated. All email sent must be sent in compliance with all current State and Federal laws. Spamming is defined as sending unsolicited commercial e-mail. 6. CONTENT. TokenAds agrees not to transmit any Advertisement to Publisher that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene. Publisher may also request that TokenAds block Advertisements. TokenAds will use commercially reasonable efforts to block these Advertisements from the collection of Advertisements provided to Publisher for display at the Site. TokenAds strictly follows all social networks policies and will provide only compliant advertisements according to the “Platform” selected by the publisher. 7. COMPLIANCE AND LAW. Publisher agrees that it will deliver the Advertisements in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from Publisher's country of residence. Publisher will not, will not agree to, and will not authorize or encourage any third party to (a) interfere or attempt to interfere with the proper working of the TokenAds Platform or prevent others from using the TokenAds Platform; or (b) use the TokenAds Platform for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at TokenAds’ sole discretion, and may subject Publisher to state and federal penalties and other legal consequences. TokenAds reserves the right, but will have no obligation, to review Publisher's display of Advertisements and use of the TokenAds Platform in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request. 8. RESPONSIBILITIES AND WARRANTY. Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations. 9. INDEMNIFICATION. Each party agrees to indemnify and hold the other party and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys' fees, arising out of any third party claims resulting from the breach of the representations, warranties and covenants made by such party herein. The indemnifying party reserves the right, at the indemnifying party's expense', to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party and the indemnified party agrees to cooperate with the indemnifying party's ' defense of such claims. 10. OWNERSHIP. Publisher acknowledges that TokenAds will provide third-party Advertisements using its TokenAds Platform for display on the Site pursuant to this Agreement, and Publisher will use commercially reasonable efforts to assist TokenAds in implementing such technology. Publisher agrees that it will use any data (including any usage data and compilations thereof), information or software provided by TokenAds to Publisher only for the purpose of providing Advertisements for TokenAds on the Site as set forth in this Agreement. TokenAds will own and retain all rights, title, and interest in and to the TokenAds Platform (except for any licensed content and third-party Advertisements included therein), including all data (including any usage data and compilations thereof), information and software related thereto. Publisher acknowledges that the software, information and data related to the TokenAds Platform (including, without limitation, any usage data or compilations thereof) are protected by TokenAds copyrights and may contain trade secrets or other intellectual property owned by TokenAds. Publisher agrees not to copy, alter, modify, or create derivative works of any such data, information or software or the TokenAds Platform or otherwise use the TokenAds Platform or any such data, information or software in any way that violates the use restrictions contained in this Agreement. TokenAds does not grant to Publisher any license, express or implied, to the intellectual property of TokenAds. 11. COFIDENTIALITY. "Confidential Information" shall mean (a) the Advertisements, prior to publication; (b) the existence or content of the Insertion Order; (c) any data (including any usage data and compilations thereof), information or software relating to the TokenAds Platform; and/or (d) any other information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During and after the term of this Agreement, neither party will use for any purpose, or disclose to any third party, any Confidential Information of the other party except as specifically permitted herein. The foregoing restriction does not apply to information that: (a) has been independently developed by the receiving party without access to the other party's Confidential Information; (b) has become publicly known through no breach of this Section 11 by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure. 14. TERMS. Termination. The term of this Agreement will be one (1) year from the date that Publisher's application is accepted by TokenAds. TokenAds may terminate this Agreement at any time for any reason or for no reason upon seven (7) days' prior written notice to Publisher. In addition, in the event of a material breach by one party, the non-breaching party may terminate this Agreement immediately without prior notice or cure period. In the event of any termination, TokenAds will remain liable for any amount due for Advertisements actually delivered prior to the effective date of termination and such obligation to pay shall survive any termination of this Agreement.