Terms and Conditions

Baseify Publisher Program Terms and Conditions

Last Updated June 1, 2020 PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING TO PARTICIPATE IN BASEIFY’S PUBLISHER PROGRAM (THE “PROGRAM”). PUBLISHER REGISTERING FOR PARTICIPATION IN THE PROGRAM OR PUBLISHER CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, OR REVISED TERMS OR CONDITIONS FOR THE PROGRAM ON THE BASEIFY.COM SITE INDICATES THAT PUBLISHER (A) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND (B) ACKNOWLEDGE AND AGREE THAT PUBLISHER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS AND (C) HEREBY REPRESENT AND WARRANT THAT PUBLISHER IS  LAWFULLY ABLE TO ENTER INTO CONTRACTS AND THAT PUBLISHER IS AND WILL REMAIN IN COMPLIANCE WITH THESE TERMS AND CONDITIONS. IN ADDITION, IF THESE TERMS AND CONDITIONS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE TERMS AND CONDITIONS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS AND CONDITIONS. This agreement (this “Agreement”) between Publisher and Baseify, LLC (“Baseify”) consists of these Baseify Publisher Program Terms and Conditions (the “Terms and Conditions”) and Baseify’s Terms of Use and Privacy Policy located at https://baseify.nicob1.sg-host.com/terms-of-use and https://baseify.nicob1.sg-host.com/privacy, respectively. “Publisher” means any entity identified at the time of registration or enrollment, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. By enrolling in the Program, Publisher may become authorized by Baseify to display certain “Publisher Widgets” from the Baseify Publisher Program on Publisher Verified Website or Technology. (as defined below).

This Non-Exclusive Technology Distribution Agreement (“Agreement“) effective as of the _______________ (the “Effective Date“), by and between Baseify LLC, an Ohio corporation of 6545 Market Ave. North, STE 100North Canton, OH 44721 (E-mail: operations@baseify.com) (“Baseify“) and Publisher (Baseify and Publisher each a “Party” and collectively shall be referred to as the “Parties“). WHEREAS     Baseify has developed a technology and solutions which provide semantic search services (the “Technology”); and WHEREAS WHEREAS     Publisher desires to obtain the non-exclusive right to act as an independent Publisher of the Technology, with the non-exclusive right to advertise, promote, market and distribute the Technology in the Market; NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:    

1. Appointment as Subject to the terms and conditions of this Agreement, Baseify appoints Publisher as an authorized, non-exclusive, independent Publisher of the Technology in the Market for the duration of the term of this Agreement, and Publisher hereby accepts such appointment.

Publisher , provided Publisher shall be solely responsible and liable towards Baseify for their compliance with the provisions of this Agreement and all the agreements incorporated by reference in this agreement and other agreements for the party. All rights not specifically granted by Baseify hereunder are reserved by Baseify. Without limiting the generality of the foregoing, Baseify reserves the right to advertise, promote, market and distribute the Technology and/or to appoint third parties to advertise, promote, market and distribute same without limitation, including within the Market.

1. License Grant. Subject to the terms and conditions of this Agreement, Baseify hereby grants Publisher, during the term of this Agreement, a non-exclusive, non-transferable, royalty-free, right and license to distribute the Technology in the Market under the provisions of this Agreement (the “License”).

• Methods. The Technology will be distributed and promoted by Publisher using any one of the following methods:

• As an embedded feature within a Publisher app or within a third party app (e.g. as one of a number of applications or components offered within a toolbar); and/or

• As an injected code inserted on a Publisher or webpage (e.g. as an integrated service provided by an online website).

1. Marketing Practices.

4.1 General. Publisher shall: (a)   Publisher will use its best efforts to market and promote the Technology to relevant clients of Publisher and End Users, and shall, at all times, perform the Activity in a professional manner and in accordance with this Agreement and any guidelines and instructions issued by Baseify from time to time; (b)   Conduct the Activity in a manner that reflects favorably at all times on the Technology and the good name and reputation of Baseify; and (c)   Avoid deceptive, misleading or unethical practices including such that are or might be detrimental to Baseify, or the public. The moment Baseify has notice of such misleading or unethical practices, Baseify will immediately terminate the relationship

• Compliance with the Laws. Publisher shall:

(a)  Comply with any applicable law or regulation, including those governing the download and installation of the Technology on End User’s personal computer through software; and (b)  Abstain from performing the Activity in connection with any content which contains pornographic, obscene, defamatory, libelous, gambling-related, discriminatory, offensive or deceptive material or any material the display of which may be unlawful in any state and/or with respect to any content accessible by the use of the Technology, including any merchants that permit the distribution of its offers, coupons or promotion in connection with the use of the Technology, which are or promote or distribute the Technology in any website containing content addressed to individuals under the age of 18.

• Distribution methods. Publisher shall:

(a)   Make no representations with respect to Baseify and/or the technology, not approved in advance and in writing by Baseify. An email will be sufficient to qualify as a writing. Without derogating from the aforesaid, Publisher shall obtain Baseify’s prior written consent to the content of any marketing message, and with respect to any use of Baseify’s trade name and/or trademarks and/or designs (“Promotion Material”) in connection with the Activity (No prior written approval shall be needed in case Publisher uses Promotion Material provided to it by Baseify for such designated purpose as long as the Promotion Material is not altered in any way); (b)   To the extent the Parties have agreed, in advance and in writing, that the Technology shall be promoted and distributed under Baseify’s trade name and trade dress, Baseify shall provide Publisher with the Technology labeled per Publisher’s instructions to fulfill software compliance requirements, as shall be separately agreed. Without derogating from the aforesaid, Publisher acknowledges that the only changes that can be made with the informed written consent of Baseify and must follow all terms identified in this agreement. In connection with such labeling, Publisher confirms that it has all rights required in order to allow Baseify to use such marks in order to label the Technology in accordance with the aforesaid; (c)   1. With respect to distribution by way of code injection, via a white label, the following shall apply: the Technology, and either an End User License Agreement (“EULA”) or a , which shall be in compliance with all applicable laws, regulations, governmental permits, or other binding determinations of any governmental authorities and which shall collectively govern the relationship between the End User and Publisher, including the delivery, installation and use of the Technology.

1. With respect to standard software distribution, via Baseify, the following shall apply: the Technology shall be distributed under Baseify’s Privacy Policy and either an End User License Agreement (“EULA”) or a Terms of Use, to be provided by Baseify to Publisher, which shall govern the relationship between the End User and Baseify. Publisher shall integrate the acceptance of the End User License Agreement, by End Users, in the course of the pertinent installation and/or subscription process, in a way to be approved in advance by Baseify.

• Software installation process. Publisher shall:

(a)   Not distribute the Technology or Publisher’s software and/or apps with which the App was bundled with, in any way without End Users knowledge and without End Users prior acceptance, including, but not limited to, by way of “silent downloads”; (b)   Verify that following the installation process, the un-installation of the Technology (either directly or as part of a bundled product), or Publisher’s software and/or apps with which the Technology was bundled with, can be easily performed by End Users who wish to do so; (c)   Verify that Publisher’s software and/or apps (as applicable), with which the App may be bundled with, shall not adversely affect the performance or stability of End User’s computer or browsing user experience

1. Payment and Reports.

5.1 Payment Publisher may earn fees only as described in this Section and only with respect to activity on the Baseify Widgets. Baseify will have no obligation to pay Publisher fees if publisher fails to properly format the links on the Verified Website to the Baseify widgets, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to publisher under this Agreement. Subject to Publisher compliance with this Agreement,  Publisher may receive a payment attributed to all Advertising Revenue (as defined below) generated directly by the Publisher Widgets placed on the Verified Website or software , subject to the terms of this Agreement:

• Graphic/Display Advertisements – advertisements hosted by Baseify featuring graphics and text laid out according to Baseify’s design, as well as links to advertiser’s designated pages;
• Cost Per Click (CPC) Hyperlink Advertisement – advertisements sold and hosted by Baseify that are displayed on rate listings pages featuring text and links to advertiser’s designated destination pages and for which advertisers pay a price each time a user selects or clicks on such advertisement;
• Cost Per Acquisition (CPA) Advertisements – advertisements sold and hosted by Baseify featuring graphics and text regarding offers, as well as links to advertiser’s designated destination pages, and for which advertisers pay a price per action, sale or lead obtained as a result of a user selecting or clicking on such advertisements; and
• Cost Per Lead (CPL) Advertisements – advertisements sold and hosted by Baseify featuring graphics and text regarding financial product or service offers, as well as links to advertiser’s designated destination pages, and for which advertisers pay a price per lead obtained as a result of a user selecting or clicking on such advertisements.

For purposes of this Agreement, the term “Advertising Revenue” means all revenue actually collected by Baseify, and any refunds or credits made pursuant to Baseify’s standard business practices. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to Publisher shall be sent by Baseify within Payment Terms after the end of each calendar month in which Publisher earns a portion of the Advertising Revenue; provided, however, Baseify will only send payments to Publisher, if and when, Publishers gross earned balance exceeds $500.00 USD. In the event this Agreement is terminated, Baseify will pay all amounts owed to Publisher pursuant to this Agreement within approximately 30 days after the end of the calendar month in which this Agreement is terminated by Publisher (following Baseify’s receipt of Publishers written request and invoice, including by email, to terminate this Agreement) or by Baseify. In no event, however, shall Baseify be required to make payments to Publisher if Publishers gross earned balance is less than $500. Payments may be made by in Baseify’s sole discretion. Notwithstanding the foregoing, Baseify shall not be liable for any payment based on: any amounts which result from invalid clicks or actions that do not meet the requirements of Baseify and/or its advertisers, generated by any person, bot, automated program or similar device (as reasonably determined by Baseify), including, without limitation, clicks or other actions (i) that originate from Publisher IP addresses or computers under Publishers control, (ii) that are solicited by payment of money, false representation, or request for end users to click on any portion of the Publisher Widget, (iii) that are solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to take actions to generate Advertising Revenue, (iv) that attempt to artificially increase the amounts payable to publisher ; described in “(a)” above, or as a result of a breach of this Agreement by Publisher for any applicable pay period; , directors, agents and Publishers and immediate family members of any of the foregoing; any actions occurring after this Agreement is terminated; Baseify reserves the right to withhold payment or charge back Publishers account due to any of the foregoing or any breach of this Agreement by Publisher, pending Baseify’s investigation of any of the foregoing or any breach of this Agreement by Publisher, . In addition, if Publisher is past due on any payment to Baseify in connection with any Baseify program or other matter or agreement, Baseify reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to Publisher  in connection with the Program by amounts owed by Publisher to Baseify. To ensure proper payment, Publisher is solely responsible for sending timely invoices, maintaining accurate address and other contact information as well as payment information associated with Publishers  account and, if applicable, for Publishers account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.  Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with Publisher participation in the Program. Baseify may change its pricing and/or payment structure at any time. If Publisher disputes any payment made under the Program, Publisher must notify Baseify in writing within thirty (30) days of any such payment; failure to so notify Baseify shall result in the waiver by Publisher of any claim relating to such disputed payment. Baseify shall have no obligation to pay to Publisher any amounts that are held by Baseify and that are due to Publisher (if any), but which Baseify is unable to pay or deliver to Publisher because Publishers account is Inactive (as defined below). Baseify may choose to allocate such amounts in its sole discretion, including, without limitation, contributing such amounts or a portion of such amounts to a charity of Baseify’s choice. “Inactive” means that, based on Baseify’s records: (a) for a period of two (2) years or more Publisher has not logged into Publishers account within the Baseify Publisher Program or accepted funds or payments that Baseify has attempted to pay or deliver to Publisher, and (b) Baseify has been unable to reach Publisher, or has not received adequate payment instructions from Publisher, after contacting Publisher at the address shown in Baseify’s records. It is solely Publishers  obligation to maintain accurate contact information and records for Baseify to be able to contact Publisher. Publicity After testing phase, both Publisher and Baseify agree that the other may use its name and logo in presentations, marketing materials, . Each shall provide the other with a logo or other trademark (a “Publisher Mark”) to be used in conjunction with any such listing. By doing so, both parties grant each other a non-exclusive, non-transferable, revocable right to use that Publisher Mark when listing participants in the Program, or vendors, and for no other purpose. Both parties hereby grant each other a non-exclusive, non-transferable, worldwide, royalty-free license to use each other’s Mark on their respected Websites. Both parties agree not to issue any press release or make any other public communication with respect to this Agreement, Publishers use of the Widget Content or the Publisher Widgets, or Publishers  participation in the Program. Publisher nor Baseify will not misrepresent or embellish the relationship between Baseify and Publisher  (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between Baseify and Publisher or any other person or entity 5.2 “Revenue Share Payment” shall mean a payment model according to which Publisher shall be entitled to the percentage set forth in the preamble hereto of the revenues actually collected by Baseify, less bandwidth and hosting costs, during each calendar month from redirections to alternate sites made by Publisher’s End-Users using the technology during such month (“clicks”), in the specified “Market”, as shall be determined by Baseify. Revenue Share Payments shall only be due during the term of this Agreement, and for an additional period of 6 months following its termination. Publisher is in agreement and consents to this timeline for Revenue Share payments. Baseify shall provide Publisher a daily report that will include the following information: the total number of clicks and the respective estimated earnings made by Publisher ‘s End Users during such day using the Technology.   Baseify shall provide Publisher, on a monthly basis, a report setting forth the aforesaid information, aggregated on a monthly basis, together with amounts owed to Publisher for such preceding month. No later than 7 days following receipt by Publisher of Baseify’s monthly report, Publisher shall provide any discrepancies found, to the extent that its records show differently in which case the parties shall cooperate in good faith to resolve any such discrepancies. Baseify requests that any discrepancies found, need to be identified and sent to Baseify via in writing with a detailed breakdown of the alleged discrepancies. Based on Baseify’s monthly report Publisher shall invoice Baseify monthly by uploading it to the Publisher Portal (publisher.baseify.com)

1. Activity initiation and Pilot. and Publisher shall inform Baseify accordingly 48 hours prior to such date of start. During the first 3 days of the Activity a systems’ test shall be performed in the framework of which, among others, the synchronization of Baseify’s and Publisher’s systems will be verified (for example with respect to the electronic signature).

1. Ownership and IP Rights. All rights, title and interest in connection with the Technology including all intellectual property rights in connection therewith, shall at all times remain the sole and exclusive property of Baseify and Publisher shall not acquire any rights or interests in same, except as permitted in this Agreement. Publisher will not delete, manipulate, or in any manner alter any widget, copyright, trademark or other proprietary rights notices of Baseify or placed by Baseify. Publisher acknowledges that doing so will be a clear violation of this Agreement and will open Publisher up to liability and damages to be paid to Baseify.

• . Both Publisher and Baseify hereby acknowledges and agrees that from time to time before, during and after the term of this Agreement, either party may have access to or become acquainted with various Confidential Information, this will include and not be limited to, trade secrets and/or other confidential and proprietary information, including, without limitation, technical, non-technical and proprietary information such as programs, services, customer lists, billing information, personnel, business and contractual relationships and material, business plans and strategies and all reports and summaries which contain or otherwise reflect or are generated from any of the foregoing (collectively: the “Confidential Information”).

Both parties shall protect the Confidential Information from improper disclosure and will not, during or after the term of this Agreement, directly or indirectly, use or disclose any such Confidential Information to any person, company, or corporation for any reason or purpose whatsoever, nor shall  either party directly or indirectly, utilize or permit other parties to utilize any such Confidential Information in any manner, except as expressly authorized by this Agreement. If for any reason whatsoever Confidential Information is disclosed by a party or any other parties affiliated with such party, the offended party will have and use all legal recourse available to them for this breach. Offending partner will be liable for all damages associated with disclosure of confidential information.

1. DISCLAIMER OF WARRANTIES. BASEIFY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TECHNOLOGY, INCLUDING ANY OR NON-INFRINGEMENT.

12. LIMITATIONS ON BASEIFY’S LIABILITY.

BASEIFY SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, PUBLISHER , OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) PUBLISHERS BREACH OR VIOLATION OF THIS AGREEMENT OR THE BASEIFY.COM TERMS OF USE OR PRIVACY POLICY; (II) PUBLISHERS ACCESS AND USE OF THE PUBLISHER WIDGETS OR WWW.BASEIFY.COM; (III) PUBLISHERS DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OF THE PUBLISHER WIDGETS OR WWW.BASEIFY.COM FOR ANY REASON; (IV) PUBLISHERS DOWNLOADING OF ANY OF THE PUBLISHER WIDGETS, WIDGET CONTENT OR THE CONTENT OR THE COLLECTIVE WORK AVAILABLE ON BASEIFY’S WEB SITES FOR PUBLISHERS USE; (V) PUBLISHERS RELIANCE UPON OR USE OF WIDGET CONTENT OR THE CONTENT OR COLLECTIVE WORK AVAILABLE ON BASEIFY’S WEB SITES, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE PUBLISHER WIDGETS, OR OTHERWISE ARISING OUT OF THE USE OF THE PUBLISHER WIDGETS, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BASEIFY AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. PUBLISHER AND BASEIFY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PUBLISHER WIDGETS, WIDGET CONTENT, OR BASEIFY’S WEB SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to Publisher, some or all of the above disclaimers, exclusions or limitations may not apply to Publisher.

1. Indemnification and Hold Harmless. Each Party will indemnify, defend and hold the other Party harmless from and against any and all damages and expenses (including reasonable attorneys’ fees and costs of litigation, arbitration and mediation) awarded under a claim made by any third party resulting from any acts or omissions of such indemnifying Party relating to its activities in connection with this Agreement or in connection with its breach of this Agreement (a “Claim”), all provided that the indemnified Party shall (i) give prompt written notice of any such Claim to the other Party (E-mail will be sufficient to qualify as a writing); (ii) allow the indemnifying Party sole control of the defense of any Claim and all negotiations for settlement or compromise thereof; and (iii) provide full information and assistance in connection therewith.

1. Relationship of the Parties (Independent Contractor Status of Publisher). Publisher is an Independent Contractor. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Publisher and Baseify or Baseify’s respective Publishers. Publisher Description and Content of Publisher Widgets

“Publisher Widgets” are elements of a graphical user interface that display various advertisements, rate listings or other information related to specific products, in which all data contained therein is physically located on a Web server owned and/or operated by, or on behalf of, Baseify. Publisher Widget content may include, without limitation, the content described above, as well as logos, images, headlines which link to articles located at Baseify advertiser sites, search boxes which link to information located at Baseify advertiser sites, advertising for Baseify and third party products, software files incorporated in, or generated by, the Publisher Widgets, and any and all other data and html embedded code that accompanies the Publisher Widgets, as well as any upgrades, enhancements, modifications, updates and revisions of such software and code as Baseify implements or provides, in its sole discretion (collectively, “Widget Content”). Baseify reserves the right to include within Publisher Widgets information or editorial content that may not result in payments to Publisher.

1. Registration to Participate in Baseify’s Publisher Program.

To register to participate in the Program, Publisher must provide Baseify with certain registration information, which may include Publisher name, website, company name, email address and phone number. If, in Baseify’s sole discretion, Publisher meets Baseify’s validation criteria, Baseify will send an email to the email address provided by Publisher, containing an activation key. Publisher must submit this activation key within the Baseify Publisher Program to complete Publishers registration to participate in the Program (“Registration”). Baseify may reject Publisher request to participate in the Program for any reason, including, without limitation, if it determines that Publisher website is unsuitable for any reason. Unsuitable websites include websites that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, hate speech or otherwise inappropriate as determined by Baseify in its sole discretion. In addition, current or former employees of Baseify, and each of their family members, are ineligible to participate in the Program.

1. Website Ownership Verification Process

After registering to participate in the Program, Publisher may log into the Baseify Publisher Program. Upon logging in, Publisher must pass a website ownership verification process. If Publisher passes the website ownership verification process, then, in Baseify’s sole discretion, Baseify may send Publisher an email specifying that Publishers website has been verified (the “Verified Website”) and confirming that, within an amount of time indicated by Baseify, Publisher may begin placing Publisher Widgets on the Verified Website (collectively, the “Website Verification Process”).

1. Participation in Baseify’s Publisher Program

Publishers participation in the Program and access and use of Baseify’s websites is subject to Baseify’s prior approval, Publishers continued compliance with these Terms and Conditions and Baseify’s general Terms and Conditions and Privacy Policy located at and Publishers continued compliance with such other Program policies as Baseify may provide from time to time within the Baseify Publisher Program. Baseify reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.

1. License and Restrictions on Use

Subject to Publishers compliance with this Agreement, subject to any use, display and other restrictions within the Baseify Publisher Program, and upon Publishers valid Registration and completion of the Website Verification Process, Baseify grants Publisher a non-exclusive, non-transferable, non-sublicensable, personal, revocable license to use and display the Publisher Widgets on the Verified Website, provided that Publisher does not charge a fee or any other form of consideration to permit third parties, including, without limitation, users of the Verified Website, to use or access the Publisher Widgets. Publisher is not licensed to use the Publisher Widgets for any other purpose. Nothing in this Agreement shall be deemed to grant Publisher any right, title or interest in the Publisher Widgets. The Publisher Widgets (including the software contained therein) and Widget Content are protected under United States and international copyright laws, are subject to other intellectual property and proprietary rights and laws, and are owned by Baseify. Subject solely to the express parameters of the limited license granted to Publisher pursuant to this Agreement, the Publisher Widgets and the Widget Content may not be copied, modified, deleted, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without Publisher obtaining the express prior written permission in each instance of Baseify. In addition, neither Widget Content nor content at www.Baseify.com accessed through the Publisher Widgets may be used in any manner that would constitute an endorsement (whether express or implied) by any person or entity of any product(s), service(s), activity(ies) or brand(s) contained on Verified Websites or otherwise owned or promoted by Publisher. Publisher may not modify the Publisher Widgets in any way other than as permitted by the specific customization options that may be offered by Baseify from time to time (e.g. color, font, size and organization of the Widget Content).

1. Placement of Widgets

Subject to the terms of this Agreement, Publisher Widgets may be placed and displayed on Verified Websites. Baseify prohibits the placement or display of the Publisher Widgets on any other websites or mediums, including, without limitation, social media websites related or unrelated to the Verified Websites, email communications, or any websites (including, without limitation, Verified Websites) that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by Baseify in its sole discretion. In addition, Publisher shall not place or display a Publisher Widget on any webpage of the Verified Website that contains content in competition with or substantially similar to the Widget Content.

1. Link to Content Pages

When accessed by a User, all links within the Publisher Widgets on Verified Websites send users directly to the intended destination as designated by Baseify, whether such destination is located at www.Baseify.com, third-party Web page or other digital content. Publisher may not display the Widget Content in a manner that does not permit successful linking to, redirection to or delivery of the applicable webpage designated by Baseify.

1. Communications Solely with Baseify

In connection with this Agreement and the Publisher Widgets, Publisher shall contact Baseify directly, and Publisher may contact any advertiser or third party, regarding any Widget Content (including advertisements) displayed within or in connection with the Publisher Widgets.

1. Publishers Representations and Warranties

Publisher represent and warrant that (a) all of the information provided by Publisher to Baseify to enroll in the Program is correct and current; (b) Publisher is the owner of each Verified Website or Publisher is legally authorized to act on behalf of the owner of each Verified Website for the purposes of this Agreement and the Program; (c) Publisher has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Publisher under this Agreement; (d) Publisher has complied and will continue to comply with all applicable laws, statutes, ordinances and regulations (including, without limitation, any relevant data protection of privacy laws and the CAN-SPAM Act of 2003 and all other anti-spam laws) in Publishers performance of any acts in connection with this Agreement and the Program and (e) Publisher is, or the representative entering into this Agreement on Publishers  behalf is, at least 18 years of age. Publisher further represents and warrants that each Verified Website and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty towards or rights of any person or entity, including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

1. Baseify’s Ownership Rights

Publisher acknowledges that Baseify owns all right, title and interest, including, without limitation, all Intellectual Property Rights (as defined below), in and to the Program (including Publisher Widgets, the Baseify Publisher Program, Baseify’s technologies and Brand Features), and that Publisher will not acquire any right, title or interest in or to the Program except as expressly set forth in this Agreement. All rights reserved. Publisher will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Baseify services, software or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related to the Program. Publisher will not remove, obscure or alter Baseify’s copyright notice, trade names, trademarks, service marks, logos, domain names and other distinctive brand features (collectively, “Brand Features”), or other proprietary rights notices affixed to or contained within any Baseify services, software, or documentation. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

1. Information Rights

Baseify may retain and use all information Publisher provides, including, but not limited to . Publisher agrees that Baseify may transfer and disclose to third parties personally identifiable information about Publisher for the purpose of approving or enabling Publisher participation in the Program. Baseify may also provide information in response to legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Baseify disclaims all responsibility, and will not be liable to Publisher, for any disclosure of such information by any such third party. Baseify may share non-personally-identifiable information about Publisher, including Verified Website URLs, statistics and other information collected by Baseify, with advertisers, business partners, sponsors and other third parties. In addition, Publisher grants Baseify the right to access, index and cache the Verified Website(s), or any portion of them, including , and Baseify may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of the Publisher Widgets.

1. Non-Exclusivity

1. Right to Discontinue Publisher Widgets

Baseify reserves the right to discontinue providing any or all of the Publisher Widgets at any time and to require Publisher to cease displaying, distributing or otherwise using any or all of the Publisher Widgets for any reason including, without limitation, Publishers violation of any provision of this Agreement. Neither Baseify, nor any of its advertisers, Publishers, sponsors, and licensees assume any liability for any of Publishers activities in connection with the Publisher Widgets or for Publishers use of the Publisher Widgets in connection with Publishers website or the Verified Website, and Publisher agrees to indemnify, defend and hold Baseify harmless from and against any claims arising from such activities or use.

1. Term and Termination. This Agreement is for an Unlimited period of time, and each party shall be entitled to terminate this Agreement, at any time, and without cause by a 24-hour prior written notice to the other party. E-Mail will be found to be sufficient to qualify as written notice.

Upon termination of this Agreement, the parties agree that the License granted herein shall immediately terminate and Publisher shall cease all Activity. It is the responsibility of the Publisher to contact all parties associated with this Agreement and inform them via written notice within 3 days after the termination of this Agreement. Termination of this Agreement pursuant to the terms hereof shall not entitle Publisher to any compensation for loss of goodwill, customers, profits, expenses and/or for any other loss or damage arising out of or as a result of such termination. Following termination of the Agreement, Baseify shall not be required to pay any amounts to Publisher on account of any Publisher End-Users, provided however that to the extent Publisher is being paid in accordance to the Rev Share Payment model, Baseify shall continue to pay Publisher for redirections/clicks by the then existing Publisher End-Users, in accordance with the provisions of Section 5.2 above and Revenue share table at the top of this Agreement.

1. Assignment. Neither this Agreement nor any rights or obligations of Publisher hereunder shall be assignable or transferable by Publisher. In the case that Publisher assigns this Agreement or any rights or obligations of the Distributor without the informed written consent of Baseify, Baseify will have the choice to terminate the Agreement immediately.

1. Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be sent to the Parties’ respective addresses first set forth above or other address as a Party may thereafter notify the other Party. Notices addressed as aforesaid will be deemed delivered to the addressee upon the earlier of their actual receipt or: (i) on the next business day following the day of delivery or transmission, if delivered by hand or transmitted by e-mail or facsimile, and confirmed by return e-mail, receipt confirmation or written facsimile transmission report; or (ii) within 5 business days after being posted, if sent by registered mail, postage prepaid.

30. Governing law and Jurisdiction. Governing Law; Arbitration. Publisher agrees that: (i) the Publisher Widgets shall be deemed solely based in the State of Ohio; and (ii) the Publisher Widgets shall be deemed a passive website that does not give rise to personal jurisdiction over Baseify, either specific or general, in jurisdictions other than the State of Ohio. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you as provided above, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in North Canton, OH.

THEREFORE, PUBLISHER DOES NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND PUBLISHERS RIGHTS AND PUBLISHER GIVES UP PUBLISHER RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING THE PUBLISHER WIDGETS, PUBLISHER CONSENTS TO THESE RESTRICTIONS. Publisher and Baseify shall select the arbitrator, and if Publisher and Baseify are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the American Arbitration Association shall select the arbitrator. Arbitration shall not commence until the party requesting it has deposited One Thousand Dollars ($1,000.00) and/or the minimum cost needed with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon Publisher and Baseify and Publisher and Baseify’s respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either Publisher or Baseify be entitled to punitive, special, indirect or consequential damages and both Publisher and Baseify hereby waive Publisher and Baseify’s respective rights to any punitive, special, indirect, or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business. Should a dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between Publisher and Baseify, jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in North Canton, OH. This Agreement, and all matters arising out of or relating to it, shall be governed by the laws of the State of Ohio without regard to its choice of law principles. Any legal action or proceeding relating to this Agreement shall be instituted solely in a in North Canton, OH and no other venue. Baseify and Publisher agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. Neither Party is waiving any right to remove to federal court any action commenced in state court. The Parties agree that the 1980 – United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

1. Entire agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, discussions, proposals or understandings, whether oral or written, between the Parties with respect thereto

1. Amendments Modification Amendment of Agreement;

  Baseify and Publisher reserve the right to update, amend, modify, and/or change the terms and conditions of this Agreement, Baseify’s Terms and Conditions and Baseify’s Privacy Policy at any time in its sole discretion and without notice. Updates to this Agreement will be posted here. Updates to Baseify’s Terms and Conditions will be posted at http://www.Baseify.com/terms-of-use. Updates to Baseify’s Privacy Policy will be posted at http://www.Baseify.com /privacy. Publisher is encouraged to revisit this Agreement and Baseify’s Terms of Use and Baseify’s Privacy Policy, from time to time, in order to review any changes that have been made.

33. Baseify’s Remedies

Publisher acknowledges that Baseify may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by Publisher, For purposes of this Agreement, Publisher agrees that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of North Canton, OH. Publisher consents to the jurisdiction of such court and waive any objection to the laying of the venue of any such action or proceeding in such court. Publisher agrees that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

1. Headings. The headings this Agreement’s sections are inserted for convenience only and shall not affect the interpretation of any provision hereof.
2. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
3. Counterparts. This Agreement may be executed in counterparts. For the purpose of executing this Agreement, a document signed and transmitted by facsimile machine, or similar electronic means is to be treated as an original document.

38. Miscellaneous.

  If any portion of this Agreement, Baseify’s Terms of Use, or Baseify’s Privacy Policy is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement, Baseify’s Terms of Use, or Baseify’s Privacy Policy as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement, Baseify’s Terms of Use, or Baseify’s Privacy Policy that is unlawful, void or unenforceable shall be stricken from this Agreement, Baseify’s Terms of Use, or Baseify’s Privacy Policy. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. All covenants, agreements, representations and warranties made in this Agreement, may be amended by Baseify from time to time, except for any rights granted to Publisher to participate in the Program or any licenses granted to Publisher, shall survive the termination of this Agreement. This Agreement and Baseify’s Terms of Use and Privacy Policy represent the entire understanding and agreement between Publisher and Baseify regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same. If Publisher has questions, comments, concerns or feedback regarding this Agreement, please contact us via any of the methods set forth below: Via email: operations@Baseify.com