General Terms And Conditions

These General Terms and Conditions form part of an agreement between the Tris Holdings, Inc., a Delaware corporation (“Tris” or “Company”), and the party identified in the accompanying Business Terms (“Customer”) with respect to the subject matter described therein.

1. License to use Materials. Subject to these General Terms and Conditions, Customer grants to Tris, a non-exclusive right and license to make use of the Advertiser Materials to display, perform, distribute, reproduce, transmit and otherwise use the Advertiser’s Materials as necessary in connection with display of the Ads within the Tris Application and otherwise performing Tris’s obligations hereunder.

2. Use of Trademarks. Tris may use the Advertiser Marks for the purposes set forth in the Agreement and as otherwise as and to the extent displayed on Advertiser Materials as delivered hereunder. “Advertiser Marks” shall mean any trademarks which are owned and controlled by Customer or applicable third party providing Ads and embodied in Advertiser Materials provided to Tris pursuant to the terms and conditions of this Agreement.

3. Delivery of Materials. Customer shall supply the Ads and Advertiser Materials to Tris in such formats and as otherwise consistent with Tris’s current and prevailing specification requirements.

4. Placement. Ads shall appear on the applicable search results pages for the specific Key Word(s) [at the top of results]] and shall be clearly identified to users on search results pages as being Ads. Tris makes no guarantee with respect performance, including without limitation, number of impressions, clicks, click-through rates, costs per click, conversions or otherwise in connection with display of Ads or use of Key Words.

5. Additional Program Terms. All Ads must be relevant to the search results for the applicable Key Word(s). Trademark bidding is prohibited; Tris may reject or terminate this Agreement (without any payment to Customer) with respect to any Key Words that are subject to a third party’s trademark rights. Customer is responsible for (a) all Advertiser Materials, whether generated by or for Customer and (b) web sites proximately reachable from urls or links provided in Ads and the underlying products and services. Customer shall protect all user names and passwords and shall be fully responsible for its or any third party use of its accounts in connection with the Tris Applications and related ad platforms. Tris reserves the right to edit, refuse or reject any Advertiser Materials supplied by Customer that are not consistent with Tris’s then applicable policies and/or standards or is otherwise objectionable to Tris. In addition, Tris shall have the right, at any time, to cease display and distribution of any Advertiser Materials if Tris determines, in its sole discretion, that the Advertiser Materials or any portion thereof violates Tris’s then applicable advertising policy, or is otherwise objectionable to Tris or its partners. Customer shall not, and shall not authorize any party to (i) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where an Ad is displayed or (ii) generate automated, fraudulent or otherwise invalid impressions or clicks. Tris reserves the right to reject to any Ads or Advertiser Materials that do not comply with the terms of conditions set forth in the Agreement.

6. Third Party Licenses and Consents. As between Customer and Tris, Customer shall be responsible for obtaining all licenses required for Tris’s use and distribution of the Advertiser Materials pursuant to this Agreement. Without limiting the foregoing, Customer shall (i) be responsible for obtaining any and all other third party rights, consents and licenses with respect to the Advertiser Materials, including without limitation any and all consents, licenses and/or clearances with respect to any and all graphics, images, trademarks, audiovisual works, musical compositions, talent and/or unique or unusual inanimate objects exhibited, displayed or depicted therein, to the extent required for use of the Advertiser Materials as provided herein; and (ii) report and pay to all royalties, licenses, fees and expenses related to the such content in connection with the Tris Applications.

7. Tris Applications and Terms. Company reserves the right to suspend, stop or discontinue the Tris Applications and to add, remove, update or modify functions of the Tris Applications for any reason at any time, in its sole discretion. The Tris Applications are provided on an “as-is” basis, and Tris makes no representations, warranties or guaranties with respect to operation of the Tris Applications. Customer acknowledges and agrees that access to and use of the Tris Applications by Customer shall be expressly subject to the Tris Terms and Conditions. Tris may include a link to the Tris Terms and Conditions on the Tris Applications and require Customer or third party Ads providers to confirm their acceptance of the Tris Terms and Conditions. “Tris Terms and Conditions” means Tris’s standard Terms of Service, Privacy Policy, advertising policies, or other similar written policies or terms of use applicable to the Tris Applications, which Tris may modify from time to time in its sole discretion.

8. Third Party Ads and Assignment of Rights. Customer shall have the right to allow third party advertiser’s to supply Ads hereunder for the Key Words on such terms determined by Customer, provided that (a) any and all Ads and Advertiser Materials, whether supplied by Customer or a third party advertiser, shall remain subject to the terms and conditions of this Agreement, (b) the third party shall agree in writing to comply to with the terms and conditions of this Agreement, and (c) Customer shall remain responsible for such third party’s compliance, and compliance of Ads and Advertising Materials, with the terms and conditions hereof. Customer shall further have the right to assign this Agreement and its rights hereunder provided that (i) Tris is providing advance written notice of such assignment, including name and contact information of the assignee and (ii) the assignee agrees in writing to assume all obligations of Customer under this Agreement and otherwise comply with the terms and conditions of this Agreement and the then-current Tris Terms and Conditions. Customer acknowledge that Tris may, in the future, provide a management portal or platform for selling and serving Ads, and in such event may charge a management fee with respect to any third party Ads with respect to the Key Words.

9. Tris Sale Transaction. In the event of a Tris Sale Transaction, Tris shall have the right, at its option and its sole discretion, to either (a) termination this Agreement in exchange for a cash payment to Customer in amount equal to the Buyout Price, which shall be payable within thirty (30) days following closing of the Tris Sale Transaction or (b) continue this Agreement in effect, in which case the acquirer of the Tris Applications or successor entity in such Tris Sale Transaction shall agree to assume all obligations of Tris hereunder. A “Tris Sale Transaction” means any (i) sale of all or substantially all of the assets of Tris on a consolidated basis or the assets constituting the Tris Applications or (ii) the acquisition of Tris by another entity by means of any transaction or series of related transactions to which Tris is a party (including, without limitation, any reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of Tris outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in Tris held by such holders prior to such transaction or series of related transactions, a majority of the total voting power represented by the outstanding voting securities of Tris or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent).

10. Representations and Warranties. Customer represents and warrants that: (a) the Ads and Advertiser Materials comply with Tris’s advertising standards; (b) Customer holds the necessary rights to permit the use of the Ads and Advertiser Materials by Tris and its end users for the purpose of this Agreement, including without limitation, that Customer is the owner of the copyright in the Advertiser Materials or otherwise has received from the copyright owner or the publisher of the Advertiser Materials the right to promote, distribute and/or display, and otherwise exploit in the manner contemplated by this Agreement the Ads and Advertiser Materials; (c) Customer shall not impersonate any person or entity or otherwise misrepresent its affiliation with a person or entity; and (d) none of the Ads or Advertising Materials shall: (i) be unlawful, libelous, defamatory, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, deceptive or misleading; (ii) convey expressions of bigotry, prejudice, racism, hatred, obscenity or profanity; or (iii) infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or otherwise constitute content that Customer does not have the lawful right to distribute and reproduce.

11. Limitations on Liability and Disclaimer of Warranties. UNDER NO CIRCUMSTANCES SHALL TRIS BE LIABLE TO CUSTOMER OR ANY PROVIDER OF ADS FOR INDIRECT INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT TRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED FOR IN THIS AGREEMENT. TRIS SHALL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY OTHER PARTY UNDER THIS AGREEMENT FOR MORE THAN THE TOTAL AMOUNT OF THE PURCHASE PRICE PAID TO TRIS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT. TRIS MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING TRIS’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRIS SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF IMPRESSIONS OR CLICKS FOR ANY ADS, AND (II) ANY BENEFIT CUSTOMER OR ANY THIRD PARTY MIGHT OBTAIN FROM DISPLAY OF THE ADS BY TRIS.

12. Indemnification. Customer shall remain solely liable for the Advertiser Materials. Customer agrees to indemnify and hold harmless Tris from any claim, action, demand, loss, expense or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to the Ads or Advertiser Materials, Customer’s conduct, a violation by Customer or third party advertiser of this Agreement, Customer’s or a third party’s suppling Ads or Advertising Materials violation of any rights of a third party, any claim related to Customer or a third party advertiser’s products or services or arising from personal injury, including death, to any person or from property damage occurring by reason of defect in Customer or a third party advertiser’s products or services or by reason of the neglect, omission, commission or fault of the Customer or a third party advertiser.

13. Termination. Tris reserves the right to terminate this Agreement at any time upon (a) Customer’s default in the payment of any amounts due hereunder, (b) in the event of any other breach by Customer of any of its representations, warranties, covenants or agreements contained in this Agreement, or (c) if Customer becomes insolvent, files an assignment for the benefit of creditors, or if any bankruptcy or insolvency proceedings are commenced by or against the Advertiser.

14. Severability. If any provision of these General Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

15. Force Majeure. Neither Tris nor its affiliates shall be responsible or liable for delays in showings due to strikes, lockouts, embargoes, labor problems, fuel or power shortages, fire, floods, accidents, civil disturbances, war, acts of God, or other cause beyond their control.

16. Miscellaneous. This Agreement sets forth the entire advertising agreement between Customer and Tris, and supersedes any and all prior agreements (whether written or oral) of Tris and Advertiser with respect to the subject matter set forth herein. This Agreement may only be modified, or any rights under it waived, by a written document executed by an authorized signatory of both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its provisions on conflicts of laws. In respect of any dispute relating to this Agreement, such dispute shall be brought exclusively in a court of competent jurisdiction sitting in Los Angeles County, California. The prevailing party shall be awarded reasonable attorney fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings. Any cause of action or claim Advertiser may have with respect to this Agreement must be commenced within one (1) year after the claim or cause of action arises. Tris's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Tris may assign its rights and duties under this Agreement to any party at any time without notice to Customer. Customer acknowledges that the provisions, disclosures and disclaimers set forth above are fair and reasonable and that its agreement to follow and be bound to them is not the result of fraud, duress or undue influence exercised upon Advertiser by any person or entity. Both parties agree that there are no representations, promises, warranties or undertakings by Customer or Tris contrary to those set forth above. Tris and Customer are independent contractors, and neither Tris nor Customer is an agent, representative or partner of the other.

This Agreement (“Agreement”) is made between Tris Holdings, Inc. (“Tris”), and the individual or entity accepting this Agreement (“Contractor”), and shall effective as of the date of acceptance of this Agreement by Contractor. In consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. REFERRAL PARTNER RELATIONSHIP. Contractor may from time to time identify and provide contact information to Tris for qualified persons or entities, meeting the requirements determined by Tris from time to time (“Leads”), who are interested in acquiring rights for ad placements with respect to certain key word(s) search results within the Tris proprietary mobile browser applications and desktop browser extensions and related products and services (collectively the “Tris Services”). Once Leads are provided to Tris, Tris will coordinate directly with the Leads with respect to further discussion, negotiations or transaction relating to the Tris Services. All Leads provided by the Contractor must be submitted via email to Tris or must provide Tris with a valid referral code assigned to Contractor. A Lead must enter into a written agreement with Tris for acquisition of key word rights within 60 calendar days from the date Lead is submitted to Tris in order for Contractor to be compensated for the Lead under this Agreement. A Lead that enter into a written agreement to engage Tris for acquisition of key word rights within the Tris Services within the foregoing timeframe are referred to as a “Client”.

2. INDEPENDENT CONTRACTOR STATUS AND LIMITATIONS. Contractor’s relationship with Tris shall be that of an independent contractor rendering professional services, and not an employee, agent or partner. The term “Contractor” shall include Contractor’s subcontractors, independent contractors and employees. Contractor shall have no authority to execute contracts or make commitments on behalf of Tris but shall act solely as an independent contractor. Nothing contained herein shall be deemed to create the relationship of employer and employee, or principal and agent, between Contractor and Tris. Contractor is not eligible to participate in or receive any benefit from any benefit plan or program available to employees of Tris such as health, disability, or life insurance, vacation or holiday pay, sick leave, profit sharing or pension plans. Without the express prior written consent of Tris, Contractor shall have no rights to use any Tris trademarks, trade names, logos, copyrighted materials, materials on the Tris web site or other proprietary rights or information of Tris. Tris is not obligated to provide Contractor with a phone number, email account or business/mailing address. Contractor shall not use the Tris address, phone number, web site or other contact information as Contractor’s own contact information, nor hold itself out as anything other than an independent contractor of Tris. Contractor will be responsible for Contractor’s own acts and omissions and those of its agents, employees and subcontractors during the performance of Contractor’s obligations under this Agreement. Contractor shall comply with all applicable laws and regulations and all of Tris’ written policies in the course of performing the services under this Agreement.

3. TERM. This Agreement shall remain in effect for a period of 12 months from the effective date of this Agreement, unless otherwise terminated earlier pursuant to Section 4. Any extension of this Agreement requires the mutual written approval of both parties. Upon expiration or termination of this Agreement, except as otherwise set forth in this Agreement, neither party shall have any liability to the other party except for those amounts, if any, previously due to either party as provided in this Agreement.

4. TERMINATION. Notwithstanding any other provision of this Agreement to the contrary, this Agreement may be terminated by either party with or without cause upon ten (10) calendar days written notice to the other party and this Agreement shall be terminated as of the date specified in the notice. In addition, Tris may immediately terminate this Agreement, without any further obligations to pay Fees or any other obligations to Contractor hereunder, upon notice to Contractor in the event that Contractor commits any act of misconduct or negligence that is injurious to Tris, including the reputation of Tris, or breaches any provision of this Agreement or any legal or other contractual duty or obligation to Tris.

5. COMPENSATION. In connection with any Leads provided by Contractor, Tris will pay Contractor an amount equal to __% of the revenue actually received by Tris pursuant to an initial Tris Services key word rights acquisition by a Client pursuant to a written agreement between Tris and the Client (the “Fees”).Contractor will not be reimbursed for any other costs associated with the performance of this Agreement. Any Fees due to Contractor will be paid 30 calendar days after receipt of applicable payments by Tris. Contractor shall not be entitled to payment of any Fees unless Tris has been provided with a current IRS Form W-9 as required by Section 6.

6. TAXES. Contractor shall be fully responsible for paying all applicable Federal, State, and local taxes or other charges with respect to the Fees and Contractors performance of its services under this Agreement, including without limitation, income taxes, withholding taxes, social security, disability, unemployment and the like. Contractor will provide Tris a current W-9. If Contractor is not a corporation, Tris will file an IRS 1099 tax form for all Fees paid to the Contractor in any tax year. Contractor agrees to indemnify and hold harmless Tris for any and all liability (including, without limitation, penalties and interest) sustained because of Contractor’s failure to pay such taxes. In the event that indemnification is owed from the Contractor to Tris, Contractor agrees to make this indemnification payment in full to Tris within five (5) calendar days from the date that written demand for indemnification payment is received by the Contractor from Tris. Tris may offset any amounts Contractor owes Tris against any payments due Contractor under this Agreement.

7. NON-EXCLUSIVITY. Contractor understands and acknowledges that Tris has agreements similar to this Agreement with independent contractors other than Contractor. In the event Tris receives Leads from more than one independent contractor, including Contractor, Tris shall have the right in its sole discretion to determine which Contractor will receive credit for the Lead and, as such, whether or not Contractor will be paid for the Lead.

8. CONFIDENTIALITY/NON-DISCLOSURE. Contractor agrees to hold in strict confidence all information relating to Tris’ business (including, without limitation, the identify of or other information regarding Tris’ clients, customers, affiliates, business partners, vendors or subcontractors, confidential business processes, pricing, marketing and internet-related marketing programs, designs, software, drawings, specifications, data, manuals, know-how, formulas, application programming interfaces, protocols, processes, ideas, inventions (whether patentable or not), patents, patent applications, trade secrets, schematics and other technical, business, financial, customer and product related plans, forecasts, and strategies), confidential information received by Tris from third parties and all information that is developed, created or discovered by Contractor, either individually or in collaboration with others, in performing the Services (“Confidential Information”). Contractor shall take all reasonable steps to protect the confidentiality of the Confidential Information and shall not use, disclose or reveal any Confidential Information (or any information derived therefrom) to any person or entity, except on a “need to know” basis or for any purpose, except for Contractor’s use as necessary in the ordinary course of performing the services under this Agreement. Contractor’s obligations under this Section 8 shall not apply to any information that Contractor demonstrates by written evidence (i) is or becomes publicly available through no fault of Contractor, (ii) is already in the possession of Contractor without restriction on use or disclosure at the time of Tris’ disclosure to Contractor or (iii) is lawfully obtained by Contractor from a third party, without any obligation of confidentiality, that is entitled to disclose such information. In addition, Contractor may disclose such parts of Confidential Information as may be required by law or court order; provided that Contractor provides Tris prompt written notice of such requirement to the extent permitted under applicable law. Contractor acknowledges that Tris will suffer immediate, irreparable harm in the event Contractor fails to comply with its obligations under this Section 8, and monetary damages will be inadequate to compensate Tris for such breach. Contractor agrees that, in addition to any other remedies available to it at law or in equity, Tris will be entitled to injunctive relief (without the requirement of posting a bond or other form of security) to enforce the terms of this Agreement.