Publisher Agreement

THIS AGREEMENT (the "Agreement") is made and entered into by and between Veedi Online Ltd., a company incorporated under the laws of the State of Israel ("Veedi"), and ____________, ("Publisher"), the operator of a web games website or websites as indicated in Appendix A to this Agreement( each of which -"Publisher Website").

PLEASE READ THIS AGREEMENT CAREFULLY AND INDICATE YOUR ACCEPTANCE BY CHOOSING пїЅI ACCEPTпїЅ. BY CONSENTING, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS Agreement. A copy of this Agreement may be printed and retained.

Pursuant to this Agreement: Publisher will be authorized by Veedi to publish and/or present the Tutorial/Tutorials as defined below at Publisher's Website; Publisher agrees to the revenue share set forth at section 8 of this Agreement, as well as to all other terms and conditions of this Agreement, all with regards to the inclusion in Publisher Website of a game video tutorial ("the Tutorial") created and edited by Veedi and presented on Veedi website at Veedi.com ("Veedi Website"). Veedi shall provide the Publisher with the Tutorial for its publishing/presentation at Publisher's Website. The effective date is the date on which the Tutorial has been made available to the public on Publisher's website ("Effective Date").

Therefore, the parties agree as follows:

1. Ownership. Publisher shall retain all right, title, and interest in and to the Publisher Web site.
2. License. Veedi hereby License Publisher to exploit the Tutorial/Tutorials as necessary for the purposes of this Agreement, including the display of advertisements and/or advertising materials and/or banners and/or video advertisements and/or any type of commercial/advertising materials to be placed пїЅin the tutorial solely by Veedi, and/or the display of advertisements and/or advertising materials and/or banners and/or video advertisements and/or any type of commercial/advertising materials to be placed by Publisher in any web page on which the Tutorial is presented or displayed; Provided that Publisher will use and/or exploit only Tutorials made for games available on Publisher's Website. For the removal of doubt it is clarified that only Veedi shall be entitled to place any materials whatsoever in/within the tutorial.

Publisher Warranties and undertakings. Publisher warrants and represents that: (i) Publisher has the right to operate the license described in this Agreement, without derogating from the generality of the foregoing, Publisher represents and warrants that Publisher has all necessary rights for the performance of this Agreement; (ii) Publisher's entering into this Agreement does not violate any laws, rules, or regulations which govern Publisher or constitute a breach, event of default, or violation of any agreement by which Publisher is bound; (iii) Publisher is not precluded or prevented or blocked in any manner whatsoever from presenting and/or publishing Google advertisements of any sort(iv) Publisher will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with Publisher's income relating to this Agreement.)v)Publisher undertakes not to change, hide or harm, in any manner, the advertisements included within the Tutorial or the web page presenting the Tutorial. Publisher shall be precluded from deleting the web page as above.

3. Additional Warranties. Each party warrants and represents to the other party that (i) its signatory has been duly authorized on its behalf to enter into and execute this Agreement; and (ii) it has the requisite authority to enter into and be bound by this Agreement.
4. Indemnity. Publisher shall indemnify, defend, and hold Veedi, its officers, directors, shareholders and affiliates (each an "Indemnitee") harmless from and against any damages, amounts agreed to in settlement, demands, liabilities, obligations, costs, and expenses of any nature whatsoever (including reasonable attorneys' fees) incurred by such Indemnitee to the extent resulting from: (i) a violation by Publisher of the terms of this Agreement or Publisher's obligations, representations, or warranties hereunder; or (ii) a third-party claim that the Game or any portion thereof infringe any patent, copyright, trademark, trade secret, right of privacy or publicity, or any other proprietary right of a third party.
5. Advertising.

7.1. пїЅпїЅпїЅпїЅ Veedi shall have the right to include advertisements of any sort, game-window banners etc. in all the advertising space concerning the Tutorial and to place advertisements in any file format ("Ads") in any space within the Tutorial.

7.2. пїЅпїЅпїЅпїЅ No Guarantee. Veedi makes no guarantee as to the level of impressions or clicks on any Ad, or the amount of any payment to be made to Publisher under this Agreement.

6. Revenue Share

8.1. пїЅпїЅпїЅпїЅ Publisher shall be entitled to 70% of the net revenues generated by Veedi from the sale of ADS to users directly from the Tutorial as defined above (i.e. the tutorial for Publisher's game) only ("Publisher Revenue Share").

Net Revenue: means gross revenue received by Veedi less a flat 20% deduction (representing, payment transaction fees, cogs, Streaming cost, serving cost, Video creation, other charges etc).

8.2. пїЅпїЅпїЅпїЅ Publisher understands and acknowledges that Publisher Revenue Share is the sole and exclusive consideration to Publisher. Publisher acknowledges the sufficiency of such consideration and under no circumstances shall Veedi be bound to pay Publisher additional payments.

8.3. пїЅпїЅпїЅпїЅ Publisher further understands and agrees that Veedi may at any time, upon notice to Publisher, change the consideration mechanism and the Publisher Revenue Share.

8.4. пїЅпїЅпїЅпїЅ Publisher Revenue Share Payments will be made to Publisher by Veedi against a duly issued tax invoice by Publisher. Veedi may elect, in its sole discretion, to pay Publisher by check or electronic funds transfer. Notwithstanding any provision herein to the contrary, Veedi shall not be obligated to make any payment to Publisher in connection with this Agreement unless and until Veedi has received corresponding payment from its advertisers or ad partners. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information.

8.5. пїЅпїЅпїЅпїЅ Payment Terms: Veedi will forward Publisher a monthly report not later than 10 working days following the end of every calendar month. Following confirmation of the above report by Publisher, Publisher will issue Veedi an Invoice and Payments to Publisher will be made to Publisher within 60 days of the date of the Invoice. Veedi shall be authorized at any time to chargeback any fee paid to Publisher in the event an Advertiser or Ad Partner whose Ads have been displayed in the Tutorial assesses a chargeback against Veedi defaults on any amounts owed to Veedi for such Ads. Subject to the foregoing

8.6. пїЅпїЅпїЅпїЅ Veedi reserves the right to make payments to Publisher only when Publisher's earned balance is greater than $500 USD. If Publisher terminates this Agreement and his earned revenue is less than $500 USD, he will be paid the balance less any applicable transaction fees and reasonable reserves for charge backs, credits, and payment defaults.

8.7пїЅпїЅпїЅпїЅпїЅпїЅ Publisher can add other websites to Appendix A by using the designated link at the Website. Having done that, the Effective date for Revenue Share relating to the new website/websites added as above shall be the date on which such other website/websites had been added by Publisher.

7. Term and Termination.

9.1. пїЅпїЅпїЅпїЅ This Agreement shall remain in full force and effect until terminated by either party.

9.2. пїЅпїЅпїЅпїЅ Either party may terminate this Agreement at any time by contacting the other party. Publisher agrees that Veedi, in its sole discretion, may terminate his password, account (or any part thereof) and remove and discard any Tutorial from the Website at any time, for any reason or no reason and the Publisher shall have no claim or demand whatsoever with regards to any such removal. Veedi may also in its sole discretion, for any reason or no reason and at any time discontinue maintaining the Website, or any form thereof, with or without notice. Further, Publisher agrees that Veedi shall not be liable to Publisher or any third-party for any termination of this Agreement or any part thereof. In addition to any other remedies that may be available to Veedi, Publisher's infringement of any intellectual property rights including but not limited to any violation of any copyright, will result in termination of the Agreement, and a forfeiture of any payment due.

Without derogating from the generality of the above, This Agreement may be terminated without warning if Veedi believes that Publisher is in breach of any of the foregoing representations and warranties. VEEDI RESERVES THE RIGHT TO REFUSE PARTICIPATION TO ANY APPLICANT OR USER AT ANY TIME IN ITS SOLE DISCRETION.

8. Waiver. VEEDIMAKES NO WARRANTIES OR REPRESENTATIONS ABOUT, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR, (I) THE AVAILABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITE AND/ORVEEDIPLATFORM, (II) ANY ERRORS, MISTAKES, OR INACCURACIES INCORPORATED INTO THE TUTORIAL AND/OR THE WEBSITE AND/OR IN VEEDIPLATFORM, (III) ANY UNLAWFUL COPYING OF THE GAME AND/OR TUTORIAL, UNAUTHORIZED ACCESS TO OR USE OF THE GAME AND/OR TUTORIALON WEBSITE AND/OR ON THE VEEDIPLATFORM, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE AND/OR VEEDIPLATFORM, (V) COMMUNICATIONS OR ACTIONS OF WEBSITE AND/OR VEEDIPLATFORM USERS, OR (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE AND/OR VEEDIPLATFORM OR OTHERWISE.
9. Limitation of Liability. VEEDISHALL NOT BE LIABLE, WHETHER IN CONTRACT, IN TORT, OR IN ANY OTHER FORM OF ACTION, FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE OR FAILURE TO PERFORM HEREUNDER. IN NO EVENT SHALL VEEDI'S LIABILITY TO PUBLISHER FOR DAMAGES EXCEED $5.00 USD.
10. Governing Law/Jurisdiction/Venue.

13.1. пїЅпїЅ This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of other jurisdiction. The parties each consent to the exclusive jurisdiction of the courts located in Tel-Aviv, Jaffa, and waive any objection to venue in such courts.

11. Entire Agreement. This Agreement and any written amendments executed by both parties embodies the entire agreement and understanding between the parties and supersedes all prior understandings and agreements, whether written or oral, between the parties relating to the subject matter hereof.
12. Amendment by Veedi: Veedi may amend this Agreement including the amount and policy of the consideration set forth in Section 8 above, upon ten (10) days prior notice delivered to the email address provided by Publisher to Veedi. Notwithstanding the foregoing, the terms of use, policy and other terms and conditions set forth in Veedi Website shall apply to this Agreement, to the extent such terms do not explicitly contradict the terms and conditions of this Agreement.
13. Legal Construction; Interpretation. If one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement; and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained in this Agreement.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of which, taken together, shall be considered one and the same document.

By checking "I Agree" Publisher affirmatively agrees that this Agreement shall be binding on Publisher, just as if Publisher had provided a physical signature. Publisher hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed under this agreement. Furthermore, Publisher hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. By submitting the Publisher Materials to Veedi, Publisher expressly recognizes and agrees that any data or information Publisher provides to Veedi, including personally identifiable information, will be provided to Veedi, which is located in the state of Israel.