moShare

Mogreet, Inc. moShare Service
Publisher Agreement

THIS PUBLISHER AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN MOGREET, INC. ("MOGREET," "WE," "US," "OUR") AND THE PERSON OR ENTITY ON BEHALF OF WHICH YOU ARE ENTERING INTO THIS AGREEMENT ("PUBLISHER," "YOU" OR "YOUR"). READ IT CAREFULLY. YOU MUST READ THIS AGREEMENT AND CLICK "I AGREE" BELOW TO ACCESS AND USE MOGREET'S MOSHARE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE MOSHARE SERVICE

Your and your website users' and their recipients' use of the moShare Services is also governed by our moShare Terms of Use and our Privacy Policy, which are incorporated herein by reference.

Mogreet is a mobile marketing and technology company whose "moShare" service enables content publishers to allow their website users to share content published on the publisher's website to their friends' mobile devices. You wish to allow visitors to your site to access and use the moShare service and you wish to access and use any related services (collectively, the "Services"), and Mogreet wishes to provide such Services. Mogreet and you (jointly, "we") agree to the terms as described below in conjunction with Mogreet providing those Services and the related Code, moShare Button and Data to you.

1. Authority to Enter into Agreement. You represent and warrant that (a) you are an individual who is legally capable of entering into contracts or an individual who is legally authorized to form a legally binding contract under applicable law on behalf of the entity for which you are entering to this Agreement and (b) all information provided by you in connection with registering for and/or accessing and using the Service is accurate and complete.

2. Modifications to Agreement. We may make changes to this Agreement from time to time. When we make changes, we will post an updated version of this Agreement on our website. The changes shall take effect after we post or otherwise provide notice of the changes. You understand and agree that by continuing to use the Service after we post or provide notice of any changes to this Agreement, you confirm your acceptance of the terms and conditions of this Agreement as modified.

3. Services, Code, moShare Button and Data.

(a) License Grant. Subject to the terms and conditions of this Agreement, Mogreet hereby grants you a non-exclusive, non-transferable, non-sublicensable right and license to access and use the moShare Services during the term of this Agreement. This moShare Services license includes:

- The right to download a copy of our moShare widget and other software, plug-ins and tools, including sharing and analytical tools, that we may provide to you (collectively, "Code") to one or more websites owned and operated by you in order that visitors to your websites may access and use the Services;

- The right to display our moShare logo button and any other graphics (including icons) that we may provide to you under this Agreement (collectively the "moShare Button") on your website(s) in connection with Content that you allow your website users to transmit using the Service; and

- Reporting/analytics information and tools that we may offer to our content publishers generally without payment of additional fees and all data generated therefrom (collectively "Data").

(b) Restrictions.

- You may only use our Code for the purpose of sending traffic originated by a real visitor from your website who is using the moShare Button to share content to a mobile device.

- You may only use Data for your own internal business purposes to analyze and optimize your Content published on your website, and not for any other use or commercial purpose.

- Nothing in these Terms grant or will be deemed to grant to one party any right, title or interest in or to the other party's trademarks.

(c) Ownership; Confidentiality.

- The Services, Code, moShare Button, Data and all data collected during the performance of the Services, including user and recipient mobile phone numbers, are owned by us and protected by United States copyright and trademark law, international conventions and other applicable laws. All trademarks, service marks, logos and trade names, including "moShare" and the moShare Button are the sole and exclusive property of us or our affiliates and/or third-party licensors. You acknowledge and agree that we own any improvements made to the Services, even if you suggest them to us. You authorize us to use any feedback you give us for any purpose at no charge.

- You may not copy, download, modify, create derivative works based on, remove any copyright, trademark or other proprietary notice from, distribute or otherwise transmit, license, sell, resell, distribute, transfer, disassemble, decompile or reverse engineer or make any other use of any portion of the Services, Code, moShare Button, Data or other materials or intellectual property provided by us under this Agreement. Without limiting the foregoing, you may not combine any Data with third party data or personally identifiable information or other information that would result in personally identifiable information or resell, distribute, transfer, license or sublicense any Data.

- "Confidential Information" means all confidential information and trade secrets provided by us to you under this Agreement in any form whether or not identified as confidential, and includes, without limitation, the Code and any other software provided under this Agreement, Data and any other data collected or provided under this Agreement, price lists, pricing information, financial information, and all inventions, processes, innovations, ideas, designs, developments, methods, and other discoveries or developments whether or not patentable, all know-how, and all modifications and improvements to any of the foregoing. You may not use, publish or divulge any of our Confidential Information to or for the benefit of any third party. You shall, and shall cause your employees, contractors and agents to, protect the Confidential Information from unauthorized use or disclosure with the same degree of care, but no less than reasonable care, as you use to protect your own similar confidential information. You shall destroy all copies of our Confidential Information in your possession or control promptly upon request.

4. Content and Data.

(a) Content. "Content" means all material you make available on your website for use in connection with the Services and for us to process, transform or encode into various formats, temporarily store and transmit in connection with the Services, including text, video, integrated or separate audio, graphics, images, and the like. You are solely responsible for your websites, all Content and other information and materials that appear on your websites, and the conduct of your website users and senders and recipients of Content using the Services.

(b) Warranty You represent and warrant the following:

- You own the Content and/or you have obtained all licenses and clearances necessary for distribution of the Content to mobile devices (and, optionally, web sites, flash widgets, or other means of viewing the content that we mutually agree on) through the Services. The Content does not infringe or otherwise violate the copyright, trade secret, patent, publicity, privacy or other intellectual property or proprietary rights of any person or entity or any intellectual property, privacy or similar laws or regulations.

- The Content is not libelous, defamatory, false, misleading, inaccurate, unlawful, obscene, racially or ethnically offensive, or objectionable. The Content may not contain profanity, intense violence, nudity or sexually explicit images, hate speech, graphic depiction of sexual activity or behavior, or the depiction of illegal drug use or the abuse of alcohol, drugs, or tobacco.

- The Content (including its storage, transmission, and delivery) does not violate any law or regulation in the United States, California, your home jurisdiction(s), or any jurisdiction where the Content is stored, transmitted, or delivered.

We may refuse to transmit and/or delete any Content that, in our opinion, violates any of the above. We will terminate in appropriate circumstances users of the moShare Services who are repeat infringers.

(c) License Grant In order for us to fulfill the terms of this Agreement, you grant us the right and license:

- To upload, transform and encode the Content into various formats, temporarily store it, and transmit it via our Services, systems and third parties to mobile devices (and, optionally, web browsers, flash widgets, and other means of viewing the Content that are part of the Services).

- To use Mogreet or third party cookies and other data collection tools, and all data obtained using such cookies and other tools, to implement and operate the Services, and to analyze data relating to the use and operation of the Services, including the actions of moShare users who launch the widget on your website and the Content they share. All of this shall be in accordance with our Privacy Policy.

- To aggregate and use all data collected during the performance of the Services for analytical and data reporting purposes, and to use summary information that includes your data in our sales materials or press releases, provided that you cannot be identified.

- To use your trademarks and logos to identify you as a client of the moShare Services.

5. Fees. We provide our standard Services at no charge to you in consideration of you authorizing us to collect and use certain data from the use of the Services by your website visitors and their Content recipients. Other customized or premium services, such as advertising services, data analytical services and other fee-based services may be provided to you subject to additional terms and/or fees, as we agree with you.

6. Indemnification You will indemnify Mogreet and will hold it and its affiliates (and the owners, directors, employees, suppliers and agents of each of them) harmless against any damages, losses and expenses (including reasonable attorneys? fees and disbursements) arising out of or relating to any claims, actions or other proceedings that are brought by or on behalf of any third party, if those claims result from your failure to comply with this Agreement, including breach of any warranty under Section 1 or 4, or any applicable law or regulation, or from Mogreet's authorized use of your Content.

7. Certain Disclaimers and Limitations on Liabilities.

(a) WARRANTY DISCLAIMER. EXCEPT SPECIFICALLY PROVIDED FOR HEREIN, NOTHING CONTAINED IN THIS AGREEMENT SHALL CONSTITUTE, AND EACH PARTY DISCLAIMS, ANY REPRESENTATION OR WARRANTY BY CLIENT OR MOGREET, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY RESPECTING THE QUALITY, EFFICACY, SAFETY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF CLIENT?S OR MOGREET?S SERVICES OR PRODUCTS. THE SERVICES, CODE AND MOSHARE BUTTON ARE PROVIDED ?AS IS,? MOGREET DOES NOT WARRANT THAT THEY WILL OPERATE UNINTERRUPTED OR ERROR-FREE, AND MOGREET EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

(b) DAMAGES DISCLAIMER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR FOR LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, COSTS OF REPLACEMENT GOODS OR SERVICES, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, CODE OR MOSHARE BUTTON, INCLUDING WITHOUT LIMITATION THE DISTRIBUTION OF CONTENT.

(c) FORCE MAJEURE NEITHER YOU NOR MOGREET WILL BE LIABLE FOR DELAY OR DEFAULT IN THE PERFORMANCE OF OUR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT IF SUCH DELAY OR DEFAULT IS CAUSED BY CONDITIONS BEYOND YOUR OR MOGREET?S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ANY THIRD PARTY SUPPLIER TO PERFORM AS EXPECTED, FIRE, FLOOD, ACCIDENT, EARTHQUAKES, TELECOMMUNICATIONS LINE FAILURES, ELECTRICAL OUTAGES, NETWORK FAILURES, ACTS OF GOD, OR LABOR DISPUTES.

(d) LIMITATION OF LIABILITY IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF MOGREET, ANY OF ITS AFFILIATES OR SUPPLIERS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, CODE OR MOSHARE BUTTON (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100). SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF POSITIVELY POSITIVE, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. Termination We may discontinue the Services and terminate this Agreement at any time with or without cause without notice to you and without any penalty. Upon such termination for any reason, your rights to access and use the Services shall terminate immediately and you shall delete from your systems all copies of the Code and moShare Button in your possession or control, and we may delete any data uniquely associated with you. The parties' rights and obligations under all representations and warranties made under this Agreement and Sections 3© (Ownership; Confidentiality), 6 (Indemnification), 7 (Certain Disclaimers and Limitations of Liabilities), 8 (Termination), and 9 (Additional Terms) shall survive expiration or termination of this Agreement for any reason.

9. Additional Terms

(a) Entire Agreement. This Agreement and the moShare Terms of Use and Privacy Policy constitute the entire Agreement between us and supersede all prior agreements or other correspondence between us. In the event of a conflict between this Agreement and the moShare Terms of Use, this Agreement shall take precedence.

(b) Entire Agreement. All notices given under this Agreement must be in writing via email. Notices to us shall be sent to the following email address: moshare.notices@mogreet.com.

(c) No Partnership. Nothing in this Agreement constitutes a partnership or joint venture between us, and neither shall have the power to bind the other except as expressly provided herein.

(d) Applicable Law/Dispute Resolution This Agreement and the right and obligations of the parties hereto will be governed by and construed and enforced in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. Any dispute, claim or controversy arising out of or relating to this Agreement, the Services, Code or moShare Button, including the determination of the scope or applicability of this arbitration provision, will be determined by final and binding arbitration in Los Angeles County, California before a single arbitrator. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the "Rules"). The arbitrator will be selected by mutual agreement of the parties or, if the parties are not able to agree, in accordance with the Rules. Judgment on the award may be entered in any court having jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party. This clause will not preclude the parties from seeking provisional remedies from or enforcing any arbitral award in a court of appropriate jurisdiction. Attorney fees and cost shall be awarded to the prevailing party in any such arbitration or action.

(e) Compliance With Laws Each party will comply with all applicable laws, rules and regulations, including all laws, rules and regulations concerning any personally identifiable information collected during the performance of this Agreement, including user and recipient phone numbers.

(f) International Matters. Mogreet is controlled and operated from its United States offices in California. We make no representation that the Services are appropriate or available for use in any particular location. You are responsible for compliance with local laws, if and to the extent local laws are applicable. The Code is further subject to United States export controls. No Code may be downloaded or otherwise exported or re-exported in violation of any applicable law, rule or regulation.

(g) Further Assurances. This Agreement and the moShare Terms of Use and Privacy Policy constitute the entire Agreement between us and supersede all prior agreements or other correspondence between us. In the event of a conflict between this Agreement and the moShare Terms of Use, this Agreement shall take precedence.

(h) Assignment. Either party may assign their rights or obligations under the Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of such party?s assets. This Agreement will be binding on and inure to the benefit of the parties and their heirs, successors and permitted assigns.

(i) Waiver; Severability. The failure of either party to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason or in any respect whatsoever, that shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been incorporated in it.

(j) Language. English is the authoritative text of this Agreement and all communications, notices, arbitrations and other actions and proceedings relating to this Agreement shall be made and conducted in English.

(k) Termination and Miscellaneous Claim of Loss. Neither party shall, in connection with the termination of this Agreement, have the right to claim any reimbursement or compensation for alleged loss of clientele, goodwill, loss of profits on anticipated sales or the like or have any other right to compensation for losses or damages resulting from the termination, each party acknowledging that it has decided and will decide on all investments, expenditures and commitments in full awareness of the possibility of its losses or damages resulting from such termination and is willing to bear the risk thereof.

(l) Remedies You acknowledge and agree that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury, that money damages would be an inadequate remedy and that we shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain you, from such breach or threatened breach. Nothing in this Section shall be construed as preventing us from pursuing any and all remedies available to us, including the recovery of money damages from you.