VIDEOSTEP PUBLISHER PROGRAM TERMS

These VIDEOSTEP Publisher Program Terms ("Terms") are entered into by, as applicable, the publisher signing these Terms or any document that references these Terms or that accepts these Terms electronically ("Publisher") and VIDEOSTEP company ("VIDEOSTEP") the legal entity as specified hereunder Article 10.

These Terms govern Publisher's participation in VIDEOSTEP's publisher program(s) ("Program") and, as applicable, any publisher program agreement(s) ("PPA") executed by and between the parties. A description of the Program, as generally offered by VIDEOSTEP, is available on www.videostep.com, or such other URL as VIDEOSTEP may provide from time to time. These Terms, any applicable PPA and Appendix 1 attached, are collectively referred to as the "Agreement." VIDEOSTEP and Publisher hereby agree and acknowledge:


1. GENERAL DEFINITIONS

1.1. Privacy Policy: is the privacy policy as set forth by VIDEOSTEP available below.

1.2. Platform or Licensed Website: all features, services, functionalities, content and the "look & feel, design and style" made available on www.videostep.com or in an embeded form, made available on third party web pages or domains.

1.3. Account: a publisher account provided by VIDEOSTEP on the Platform www.videostep.com.

1.4. Intellectual Property Rights: mean any and all intellectual property rights arising from the Licensed Website and any and all intellectual property rights, including, but not limited to copyrights, logos, trademarks, codes and patents belonging to VIDEOSTEP.

1.5. Content: includes any and all text, software, scripts, graphics, photos, sounds, music, promotional messages, buttons, url’s to external websites, videos and other audiovisual material viewed on, accessed through or contributed to the Licensed Website.

1.6. You / User / Your (where applicable): any person or entity, affiliated persons, and/or any agency or network acting on the PUBLISHER’s behalf, which shall also be bound by the terms of this Agreement.

1.7. Payout: financial compensation to be paid by VIDEOSTEP.

2. VIDEOSTEP PUBLISHER PROGRAM

2.1. By enrolling in the Program, You agree that VIDEOSTEP may serve (a) third party and/or VIDEOSTEP provided advertisements and/or other content ("Ads"), (b) related VIDEOSTEP queries and/or tracking scripts and/or links ("Links"), (c) VIDEOSTEP SEARCH results ("Search Results") each in connection with the Web site(s), and/or mobile content that You designate in Your Account (Your "Property(ies)").

2.2. You allow any and all queries and clicks to be sent (without editing, filtering, truncating, appending terms to or otherwise modifying such queries individually or in the aggregate) to VIDEOSTEP and VIDEOSTEP will use commercially reasonable efforts to provide You with corresponding Results and/or Ads, as applicable and as available. Results and any accompanying Ads will be displayed on one or more Web pages that are hosted by VIDEOSTEP (each, a "Results Page"), and the format, look and feel of those Web pages hosted by VIDEOSTEP may be modified by VIDEOSTEP from time to time.

3. YOUR OBLIGATIONS

3.1. You must be older than 18 and of sound mind and have appropriate and sufficient legal personality and capacity to participate in the Program.

3.2. You agree not to display on the same web page in connection with which any Ad Unit, Ad, Link, Search Box, or Referral Button is displayed (a "Serviced Page") any advertisement(s) or content that an end user of Your Property(ies) would reasonably confuse with a VIDEOSTEP advertisement or otherwise associate with VIDEOSTEP.

3.3. Communications Solely With VIDEOSTEP. You agree to direct to VIDEOSTEP, and not to any advertiser, any communication regarding any Ad(s) or Link(s) displayed in connection with Your Property(ies).

3.4. You agree not to alter, disrupt, tamper with, circumvent and/or interfere (defined broadly) with the Licensed Website and its security features, through any technology or means other than the Licensed Website.

3.5. You expressly undertake to participate in the Program in good faith. In particular, You recognize and accept that You are not authorized to use any means to artificially increase the amount of viewings in order to increase Your Payout, including any manual methods or robots and self viewings.

3.6. In general, You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that sends more request messages to the VIDEOSTEP servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser.

3.7. You agree not to collect any personally identifiable information nor to use the communication systems provided by the Licensed Website for any commercial solicitation purposes. In particular, You agree not to solicit, for commercial purposes, any Users of the Licensed Website with respect to their Content. In general, You agree not to use the Program for any commercial uses except the authorized features unless You obtain VIDEOSTEP’s prior express written consent.

3.8. You understand that when participating to the Program, You will be exposed to Content from diverse sources and that VIDEOSTEP is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content.

3.9. Thus, You agree to waive and hereby do waive, any legal or equitable rights or recourse You have or may have against VIDEOSTEP with respect thereto, and, to the extent permitted by applicable law, agree to indemnify VIDEOSTEP, its owners, operators, affiliates, licensors and licensees to the fullest extent allowed by law regarding all matters related to Your participation to the Program. You agree to immediately notify VIDEOSTEP of any Content which would allegedly violate any legitimate rights or applicable law by sending an email to contact@videostep.com.

3.10. You are solely responsible for the Content of Your website and all related legal obligations required, in particular, You are solely responsible for any links made out of Your webpage. You expressly recognize that You are not authorized to publish Search Results and/or Ads on any unauthorized websites (including but not limited to pornographic, violent, racist, illegal e-commerce sites and blogs). In Your use of the Program, You will comply with all applicable laws of the country of which You are a resident and/or from which You are accessing the Licensed Website.

3.11. Your enrollment to the Program, does not require any duration commitment so that You may terminate this Agreement anytime. However, upon termination of the Agreement, all provisions of the Agreement regarding intellectual property rights related to the Content displayed on the Platform or Intellectual Property Rights of VIDEOSTEP shall survive. You may stop displaying Ads or Links on any Property in the Program with or without cause at any time by removing the VIDEOSTEP JavaScript or similar programming from Your Properties.

3.12. You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of ads being served on your website. Your privacy policy should also include information about user options for cookie management.

4. YOUR SPECIFIC OBLIGATIONS REGARDING YOUR ACCOUNT

4.1. You expressly recognize that You are solely responsible for all activities which occur on Your Account. Any connection to Your Account, any action connected thereto, will be considered as done by You and under Your responsibility.

4.2. Thus, You recognize that any information and action registered on Your Account shall be considered as proof of Your binding agreement to the corresponding conditions as stored by VIDEOSTEP systems. In this respect, You recognize and agree that VIDEOSTEP stores all binding information as required by law which shall control over any inconsistent document.

4.3. All information must be complete and accurate and You are responsible for keeping your Account password secure and confidential. In particular, You agree to update and keep current any contact, bank and VAT details with VIDEOSTEP as the case may be.

4.4. VIDEOSTEP will not be liable in any instance for the loss of information and/or damage, which results from the lack of conformity with the obligation to keep all registration information confidential. You must notify VIDEOSTEP of any breach, fraudulent use of Your password, unauthorized and/or malicious use of Your Account as soon as you become aware of such activity.

4.5. To preserve the integrity of the Licensed Website, VIDEOSTEP reserves all rights to remove and/or suspend Accounts without prior notice which infringe the present Agreement and/or are suspected to be fraudulent. In particular, VIDEOSTEP reserves the right to immediately without prior notice close the Account of a Publisher of a website prohibited by law, (whether pornographic, violent etc. content).

4.6. Should You decide to permanently cancel your Account with VIDEOSTEP, it is incumbent upon You to send an email to: contact@videostep.com. Upon receipt and processing of this email, all pending invoices with VIDEOSTEP will be cleared within an appropriate timeframe and in accordance with all applicable laws and procedures.

4.7. In the event VIDEOSTEP terminates access to the Licensed Website, all pending Accounts will be cleared in due course and in accordance with all applicable laws and procedures.

5. FINANCIAL TERMS

5.1. Pay-out shall be calculated solely based on records maintained by VIDEOSTEP. No other measurements or statistics of any kind shall be accepted by VIDEOSTEP or have any effect under this Agreement. VIDEOSTEP will update, on a regular basis (every day when possible) the tracking reports available on Your Account. Pay-out shall be based on records of websites (URL’s) registered by You on Your Account as of date such registration.

5.2. VIDEOSTEP shall not be liable for any payment based on: (a) any amounts which result from invalid queries, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by VIDEOSTEP, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events; (b) Ads or Referral Buttons delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that VIDEOSTEP may deliver; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. VIDEOSTEP reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending VIDEOSTEP's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Property(ies) defaults on payment for such Ads to VIDEOSTEP.

5.3. If You are past due on any payment to VIDEOSTEP in connection with any VIDEOSTEP program, VIDEOSTEP reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to VIDEOSTEP.

5.4. Every 30 days as of the first viewing of a Video and provided that the minimum of calls of invoice amount as reported on the Platform has been attained, VIDEOSTEP will issue the corresponding call for invoice. VIDEOSTEP will credit Your Account according to your bank details within 60 days upon issuance of the call for invoice. You may elect to receive payment on the currency indicated on the Platform, whereby You agree that payment in any other currency than those available on the Platform will be calculated on the basis of the exchange rate of the day before issuance of the invoice.

5.5. VIDEOSTEP and the registered Publisher recognize and agree that VIDEOSTEP issues the call for invoice including VAT amount and all required details when appropriate according to the respective territory as indicated on Your Account, in the conditions detailed in Appendix 1 below.

5.6. In any case, amounts for calls of Invoice as calculated by VIDEOSTEP shall be final and binding on You. Should You have any claim regarding payment, VIDEOSTEP shall receive it at the latest within the 14 days following effective payment by VIDEOSTEP or You will be considered as having accepted the call of invoice and the corresponding payment so that any further claim will be considered null and void.

5.7. VIDEOSTEP has the possibility to recall payment in case of material error or inadvertent payment or breach of the present Agreement by the Publisher. Recall of payment may be made at any time upon appearance of one of these circumstances.

5.8. VIDEOSTEP makes no guarantee regarding the level of impressions of Ads or clicks on any Ad the timing of delivery of such impressions and/or clicks.

6. INTELLECTUAL PROPERTY

6.1. You agree that any and all Intellectual Property Rights resulting from the Licensed Website and the Program proposed via the Platform are exclusive to VIDEOSTEP. You will not take any action to jeopardize, limit or interfere with the Intellectual Property Rights. You acknowledge and agree that any unauthorized use of the Intellectual Property Rights is a violation of this Agreement and the law and thus is subject to criminal sanctions.

6.2. You agree that all intellectual property rights in and to any third-party Content that may be accessed through the use of the Program, is exclusive to the respective Content Rights’ Owners.

7. PRIVACY POLICY

7.1. VIDEOSTEP values the privacy of its Users. This privacy policy sets forth the use and disclosure of confidential user information collected on the Licensed Website and is a condition of Your use and access to the Licensed Website. If you have any concerns or questions please contact VIDEOSTEP at: contact@videostep.com.

7.2. This policy only addresses VIDEOSTEP’s activities excluding other third-party websites’ activity. Thus You are solely responsible for Your own privacy policy that shall clearly address appropriate information and authorization issues regarding cookies and data collection on Your own users’ browser.

7.3. Pursuant to the French statutory provisions (loi n° 2004-801 of August 6, 2004 modifying the Loi “Informatique et libertés” of January 6, 1978), the collection and electronic administration of Users’ personal data have been declared to the French CNIL (Commission Nationale de l'Informatique et des Libertés). VIDEOSTEP also complies with the US-EU Safe Harbor Framework as set forth by the US Department of Commerce regarding the collection, use and retention of personal information from European Union member countries. VIDEOSTEP has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access and enforcement. To learn more about the Safe Harbor program, and to view VideoStep’s certification, please visit the Safe Harbor website.

7.4. When using the Licensed Website, You will have to provide personal and confidential data, which will be used to identify You and allow You to access Your registered Account. VIDEOSTEP also may transmit one or more cookies, small text files containing alphanumeric characters, to the computer of Your website visitors, that uniquely identifies the web browser and is used to track the usage patterns of users on the Licensed Website, Your website and other third party websites, in a non-personally identifiable manner.

7.5. User personal data might be communicated by VIDEOSTEP to its affiliates or parent companies (i.e. within the same group of companies, as this concept is defined by French law), or to its technical partners (Internet hosting services etc.) in particular in order to allow a continuous User access to the Site.

7.6. In any event, you have a permanent right to access, modify, correct and delete any of the personal data registered on the Licensed Website and may do so directly on the Licensed Website, by accessing Your information under Your registered Account or via e-mail to the webmaster at contact@videostep.com.

8. EXCLUSION OF WARRANTY

8.1. To the fullest extent permitted by law, the Program is provided “as is” and VIDEOSTEP expressly disclaims all warranties, guarantees claims or representations, express or implied with respect to the Licensed Website, its features and the Content offered via its Platform, including, without limitation warranties of quality, performance, state of being virus free, non-infringement and fitness for a particular purpose. Nothing in this Agreement represents or warrants that the Licensed Website will always and continuously be accessible, uninterrupted, secure, complete or error-free, or will operate without data loss, nor does VIDEOSTEP warrant any connection to or transmission from the Internet, or any quality of transmissions of data made through the Licensed Website.

8.2. Thus, You acknowledge that You bear the risk arising out of the use or performance of the Program to the maximum extent permitted by law. You expressly recognize that VIDEOSTEP has no general obligation of control over the Content available via its Platform.

8.3. VIDEOSTEP continually adapts, changes and improves the Program. You are aware, acknowledge and accept that the form, nature and substance of the Program can be modified at any time without prior notice. VIDEOSTEP reserves the right to terminate the Program at any time and for any reason, taking into account a notice period of two months.

9. LIMITATION OF LIABILITY

9.1. You agree that VIDEOSTEP and its affiliates, associates, partners, directors, employees or agents cannot in any event be held liable in contract and/or tort for any indirect, incidental or consequential damages including but not limited to any loss of data, Program interruption, computer failure or pecuniary loss resulting from Your access to the Platform. This shall be the case even if VIDEOSTEP has been advised of the possibility of such damages resulting.

9.2. Your only recourse with respect to any problems with the Licensed Website is to cease access to the PLatform. Moreover, If You happen to encounter any problems with the use of and/or access of the Platform, then it is Your responsibility to immediately notify VIDEOSTEP as soon as reasonably possible at: contact@videostep.com or using the appropriate online form.

9.3. In the event this the limitation of liability shall for any reason be held to be unenforceable or inapplicable, You agree that the aggregate liability of VIDEOSTEP shall not exceed the amount of compensation for its Program received by VIDEOSTEP during the previous 30-day period, since it is incumbent upon You to have notified VIDEOSTEP in the first instance.

10. CONTRACTING PARTY, CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

10.1. If you are using Services from or if your business is headquartered in North or South America, you're contracting with VideoStep LLC, USA, and New York State law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles.

10.2. If you are using Services from or if your business is headquartered in Europe, Middle-East, Asia or Africa you're contracting with VIDEOSTEP SAS, a private company incorporated under the laws of France (537 450 140 R.C.S. PARIS) with registered office and principal place of business is 24 rue des Petites Ecuries, 75010 Paris and this Agreement is governed by French law, except for its conflict of law principles. In any claim or dispute between Advertiser and VIDEOSTEP that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Paris, France, having subject matter jurisdiction. Director of Publication is Nicolas Pollet.

11. GENERAL LEGAL PROVISIONS

11.1.If any provision of this Agreement is deemed invalid by a Court with proper jurisdiction, the invalidity of such provision shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.

11.2. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and VIDEOSTEP’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

11.3.If VIDEOSTEP provides the Agreement in any other language, this will be only for commercial expediency. The English language Agreement is the only valid and acceptable Agreement.

11.4.Each party will be entitled to publish press releases and You expressly authorize VIDEOSTEP to use any of Your marketing features (such as but not limited to trade name, brand, trademark, logo, domain name) regarding the use of the Program and be listed as a user of the Program and related anonymous data collected by using the Program.

11.5. Nothing in this Agreement may be interpreted as if the parties where conducting business in any form of association or joint venture. No party may suggest to any third party that they are doing business in any other way than independently.

The Agreement has been signed in two original copies, one for VIDEOSTEP and one for the PUBLISHER.

August 21, 2012


Appendix 1 to the VIDEOSTEP PUBLISHER PROGRAM TERMS

Billing mandate

Being reminded that: VIDEOSTEP and You (hereinafter "PUBLISHER") have entered into a contract for Services (the "Agreement") whereby the present Appendix 1 is a binding part of said Agreement.

As part of this Agreement, the Parties agree as follows:

Article 1: Mandate
The PUBLISHER entrusts VIDEOSTEP who accepts the task of performing the operations defined in Article 2 of this Mandate, in the name and on behalf of the PUBLISHER in accordance with the provisions of corresponding Article of the Code of General taxes.

Article 2: Purpose of Mandate
Under this Agreement, VIDEOSTEP will provide the name and on behalf of the PUBLISHER, invoices representing the Payout owed under this Agreement and for the duration of the Contract.

Article 3: Information
The PUBLISHER will provide all the tax information to enable VIDEOSTEP to prepare such invoices, including its registration number for VAT.

The PUBLISHER will keep VIDEOSTEP informed of any changes on his personal tax situation and localization and especially about its tax system concerning VAT.

Article 4: Responsibility
The PUBLISHER retains full responsibility for its obligations in billing and all related consequences with regard to VAT, being recalled that the PUBLISHER is liable for the VAT, if any, pursuant to corresponding Article of General Tax Code.

This mandate does not in any way exempt the PUBLISHER to perform the obligations incumbent tax other than preparing invoices.

VIDEOSTEP cannot be held liable for any inaccuracies on the invoices due to the PUBLISHER.

Article 5: Duties of the PUBLISHER
The PUBLISHER will pay to the Treasury or any other relevant tax authorities the tax shown on the invoices in its name and on its behalf; The PUBLISHER will claim without delay a duplicate of the invoice in case it has not been received.

August 21, 2012