SessionM, Inc. Platform and Advertising Services...

Updated: 12/15/15 CONFIDENTIAL 1

SessionM, Inc. Platform and Advertising Services Agreement

This Mobile Rewards and Advertising Services Agreement (the “Agreement”) is effective as of the __ day of __________, 201_ (the “Effective Date”), by and between SessionM, Inc., a Delaware corporation (“SessionM”), and ______________, Inc., a ___________ corporation with a principal place of business located at _____________________________________________ (the “Developer”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, SessionM and Developer agree to the following: 1. Definitions (a) Achievement: The end user’s act of completing an action defined by Developer within a Mobile Property (as defined below) and/or clicking on advertisements. (b) Clickthrough: When an end user clicks on an Advertiser's (as defined below) message. (c) Developer Marks: Any and all names, logos, trade names, trademarks, service marks, domain names and all other distinctive identification owned or licensed by Developer. (d) Impression: The event when a user is presented with an ad creative and the ad display is confirmed by Session M system. (e) mPLUS Points: A digital currency earned by end users in association with the use of mobile content and advertising, which is redeemable for Rewards (as defined below) provided by SessionM. (f) Mobile Property: Each of Developer’s mobile platform(s) and/or mobile website(s) set forth on Exhibit A attached hereto. (g) Rewards: Items of value (real or virtual) including but not limited to eGift cards, charitable donations, virtual currencies, or contest entries provided to end users by SessionM in exchange for mPLUS Points. (h) SessionM Marks: Any and all names, logos, trade names, trademarks, service marks, domain names and all other distinctive identification owned or licensed by SessionM. (i) SessionM Platform: A set of APIs, SDKs, software frameworks, software libraries, portals, web services and tools and technologies through which Developer may use mPLUS Points and Rewards access advertising opportunities.

2. Licenses

(a) Developer hereby grants to SessionM, in accordance with the terms of this Agreement, a worldwide authorization, right, and license to :

i. upload onto and within and otherwise integrate the SessionM Platform into a Mobile Property;

ii. distribute, deliver, upload, download or otherwise transmit mPLUS Points to end users and to identify and monitor Achievements via the SessionM Platform on or through a Mobile Property; and

iii. distribute, deliver, upload, download or otherwise transmit and sell advertisements and related content

via the SessionM Platform on or through a Mobile Property. (b) SessionM hereby grants to Developer, in accordance with the terms of this Agreement, a revocable, non-exclusive, non-transferable limited right and license to integrate the SessionM SDK installation code (the “SessionM SDK Code”) with a Mobile Property solely in accordance with the terms, conditions and restrictions set forth in this Agreement. The SDK Code shall be provided in object code form only either directly from SessionM or through a Developer online portal. Developer shall not:

i. reproduce, use, analyze, disassemble, decompile, reverse engineer, translate, convert or apply any process to the SessionM SDK Code or any portion or component of the SessionM SDK Code in order to derive for any purpose the source code or source listings for the SessionM SDK Code or any trade secret information or process in the SessionM SDK Code;


ii. transfer, assign, license, rent, or lease the SessionM SDK Code or any portion or components of it to any third party; or

iii. modify or create derivative works of any portion or component of SessionM SDK Code.

3. SessionM Responsibilities. (a) Achievements, mPLUS Points & Rewards. SessionM shall deliver mPLUS Points to end users within a Mobile Property based on Achievements established by Developer within a Mobile Property and written notice from Developer to SessionM. SessionM will be responsible for delivering, tracking and accepting mPLUS Point redemption for Rewards. Upon a reasonable request from Developer, SessionM shall use commercially reasonable efforts to remove such Reward in a timely fashion. SessionM is responsible for responding to end users’ questions, concerns, and complaints with respect to the use of mPLUS Points. (b) Advertising Sales & Serving. SessionM shall (i) solicit and sell advertising campaigns (“SessionM Campaigns”) from advertisers and advertising agencies (collectively, the “Advertisers”) to be placed on a Mobile Property, subject to Section 3(e) below. SessionM will upload and monitor SessionM Campaigns on a Mobile Property. (c) Reporting. SessionM shall use commercially reasonable efforts to provide Developer with the following: (a) twenty-four (24) hour, seven (7) day a week access to online reporting of consumer usage data and unaudited and preliminary revenue figures and (b) revenue reports that detail SessionM generated activity on a Mobile Property. (d) Customer Service. SessionM will provide customer service support for Mobile Property end users, which will include publishing FAQ’s, a link to a customer support portal, and email support. SessionM shall use commercially reasonable efforts to respond to customer support inquiries within 1-2 business days. (e) Advertisements. All SessionM Campaigns or any other advertising placed on a Mobile Property by SessionM will adhere to Developer’s advertising guidelines as set forth in Exhibit E (the “Advertising Guidelines”). Notwithstanding any other provision of this Agreement, Developer, in its sole discretion, shall have the right, at any time, to reject, remove, or demand removal of any SessionM Campaign that Developer determines is not appropriate, is objectionable, or does not adhere to the Advertising Guidelines. Developer may reject or demand removal of any SessionM Campaign that Developer reasonably believes impairs the function, purpose or operation of a Mobile Property. Developer shall provide written notice to SessionM to remove any such SessionM Campaign and SessionM shall remove or remedy the same within four (4) hours of receipt of such notice from Developer. Notwithstanding the foregoing, in the event that Developer determines, in its reasonable discretion, that any SessionM Campaign is malicious or may cause harm to the functionality of a Mobile Property or to any end users of a Mobile Property, Developer may immediately remove or cease such SessionM Campaign from the Mobile Property unless and until all such offending items are removed or remedied by SessionM to Developer’s reasonable satisfaction; provided that within one (1) hour of taking such action Developer shall notify SessionM of such action and shall cooperate with SessionM to restore the SessionM Campaign as promptly as possible. 4. Developer’s Responsibilities. (a) Valid Impressions. Developer shall not knowingly or intentionally run "robots" or "spiders" against a Mobile Property or use any means to artificially increase the number of Impressions or Clickthroughs, including but not limited to encouraging end users to click on banners. (b) Co-operation. Developer shall cooperate with SessionM’s efforts to audit traffic on a Mobile Property, obtain enhanced demographic information about visitors to Mobile Properties, and increase the value of the network of mobile Properties in which SessionM has placed SessionM Campaigns (the “SessionM Network”). (c) Set-up. SessionM shall provide the SessionM SDK Code to the Developer either directly from SessionM or via the Developer online portal and the Developer shall integrate the SessionM SDK Code with a Mobile Property. (d) Data Use. SessionM will have the right to collect anonymous clickstream data through unique identifiers on a Mobile Property and the Advertisements served through the Mobile Property (the “Clickstream Data”) for tracking, reporting and optimization purposes in furtherance of SessionM’s responsibilities under this Agreement. SessionM will also have the right to collect identifiable Clickstream Data, provided that the end-user agrees to the SessionM Terms Of Use. SessionM may use Clicksteam Data solely in order to fulfill SessionM’s obligations under this Agreement or an IO (if applicable), operate the SessionM Platform, identify and deter user fraud, effectively target and display Reward offers, frequency capping, and perform reporting for SessionM’s partners pursuant to SessionM’s agreements with such partners. Any sale or transfer of information generated or received in connection with this Agreement or any IO to a third party will be done in accordance to the SessionM Terms Of Use.


(e) Mobile Property Information. Upon execution of this Agreement, Developer may complete the Third Party Developer Worksheet, attached hereto as Exhibit B, and provide SessionM with information to better market SessionM Campaigns on a Mobile Property. Developer shall notify SessionM if a Mobile Property has User Generated Content (“UGC”) in addition to Developer ’s content and will update SessionM in the event that additional UGC is uploaded to a Mobile Property. 5. Marketing Responsibilities. (a) Promotion and Approval. Developer hereby consents to SessionM’s placing the name and/or logo of Developer on SessionM’s web site and within SessionM’s marketing materials.

(b) Press Releases. Except as required by law or as otherwise authorized by this Agreement, neither party may issues a press release or announcement referring to this Agreement or the SessionM/Developer relationship without prior written approval from the other party. SessionM must obtain prior written consent from Developer for any press release in which a Mobile Property is listed as part of the SessionM Network.

6. Fees. (a) Platform Licensing Fee: Developer shall pay SessionM a monthly platform licensing fee based on the payment schedule in Exhibit F. The Platform Licensing Fee pertains to the Mobile Marketing Cloud usage. The Platform Licensing Fee will be netted out of the monthly Net Advertising Revenue. In the event that the Platform Licensing Fee is greater than the Net Advertising Revenue, the Developer will be invoiced for the amount. Monthly active users are the cumulative unique users to visit the app during the month. The Platform Licensing Fee will be calculated at the end of each month based on the number of monthly active users. (b) SessionM Campaigns: For each SessionM Campaign, SessionM shall pay Developer 75% percent of Gross Advertising Revenue (“Developer Ad Revenue Fees”) and SessionM shall retain 25% of Gross Advertising Revenue. (c) Point Balance: The Platform Licensing Fee affords the Developer a monthly point budget of mPLUS Points to set for their achievements (see Exhibit F). In the event that the users claim more achievement mPLUS Points than afforded in the Developer monthly point budget, the Developer will be charged $0.0004 per mPLUS Point over the budget. Unused points will not roll over into the next month. (d) Developer Advertiser Campaigns. Payment for Developer Advertising Campaigns sold by the developer (as defined in Exhibit C attached hereto) shall be as provided in Exhibit C attached hereto. (e) Developer Campaigns. Developers will be granted the ability to message their users, via the Mobile Marketing Cloud. Campaign types include Rich Media, Video, and Push Notification. Developers are awarded monthly campaign caps per campaign type built into the Platform Licensing Fee. In the event that a Developer exceeds their monthly campaign cap, they will be charged overage fees at the cost per 1000 rate (see Exhibit F). Unused campaigns will not roll over into the next month. (f) mPLUS Points: SessionM may issue mPLUS Points through the SessionM Platform to end users from time to time in exchange for end users performing user-initiated actions defined by SessionM, which may include achievements in Developer's Mobile Property (“Achievements”). SessionM may permit Developer to define Achievements and the amount of mPLUS Points that an end user will receive for such Achievements, which shall be displayed by the SessionM Platform. SessionM may restrict the number of mPLUS Points that Developer may issue at a given time through the SessionM Platform at SessionM’s sole discretion. Further, Developer shall comply with guidelines that SessionM may establish for defining Achievements and issuing mPLUS Points through SessionM Platform. The value of an mPLUS Point shall be determined by SessionM at the time of redemption. 7. Billing and Payment. (a) SessionM Billing and Payment Terms. SessionM shall pay Developer the Developer Ad Revenue Fees within forty five (45) days of receipt of the corresponding Net Advertising Revenue. Each such payment shall be preceded and/or accompanied by a report detailing the calculation of the Developer Ad Revenue Fees. SessionM will accrue and hold payments due to Developer until the aggregate amount due exceeds $100. SessionM will pay Developer all Developer Ad Revenue Fees due and payable upon termination or expiration of this Agreement within thirty (30) days of receipt of the corresponding Net Advertising Revenue.


Company Name: _________________

Contact Name: ____________________ Title: ____________________ Address: ____________________ ____________________. Telephone: ____________________ Fax: ____________________ Email: ____________________

(b) Disputed Fees. In the event of disputed fees, the Developer shall, as soon as practicable following identification of such dispute and in any event within ninety (90) days from the receipt of the disputed Developer Ad Revenue Fees, notify SessionM in writing of the disputed amount, the reason for the dispute, and any supporting documentation. SessionM and Developer will use their commercially reasonable efforts to resolve any disputed fees. In the event of any conflict between any report generated by SessionM’s online reporting Property and SessionM’s final billing information, the final billing information will prevail. In the event that the parties agree upon a discrepancy of up to 10% of the payment amount, the payment amount shall be revised. The payment amount shall not be revised to the extent discrepancies exceed 10% of the payment amount. (c) Audit Rights. The Developer shall have the right, on no more than two (2) occasions during any calendar year, upon at least fourteen days’ prior written notice and during regular business hours at a time reasonably convenient for the parties, to examine the SessionM’s records relating to the calculation of the Developer Ad Revenue Fees. All such records shall be maintained and kept available by SessionM for at least two (2) years following the period in which such payments were made. If an audit reveals that Developer was underpaid any amounts owed under this Agreement, SessionM shall immediately pay such unpaid or underpaid amount. If an audit reveals that Developer was overpaid any amounts owed under this Agreement, Developer shall immediately repay such overpaid amount to SessionM. 8. Intellectual Property. (a) Developer Ownership. Developer is the licensee or the owner of all rights (including all intellectual property rights) to the Mobile Property(s), Developer Marks, Developer Content, and Developer Confidential Information and any related documentation and all related and intellectual property, including without limitation, all copyright, trade secret, patent, trademarks and other intellectual property rights therein and including any derivative works made during the Term or thereafter (“Developer Assets”). No ownership right or interest in the Developer Assets or any part thereof is granted to SessionM by virtue of this Agreement. SessionM hereby assigns to Developer all of its right, title and interest in any such Developer Assets. Except as provided herein, SessionM shall not (i) assign, transfer, modify, create any derivative work of or private label the Developer Assets, or reverse assemble, decompile, reverse engineer or attempt to derive source code or the underlying ideas, algorithms, structure or organization of the Developer Assets, (ii) alter or copy, or permit a third party to alter or copy, any part of the Developer Assets; (iii) use the Developer Assets to provide service bureau, time sharing, access through a public computer bulletin board or “shareware” distribution process, or other similar services to third parties; or (iv) sublicense, distribute, sell, assign, transfer, lease, rent, disclose, or provide access to the Developer Assets to any third party. In no event shall SessionM use or access the Developer Assets except as permitted hereunder.

(b) SessionM Ownership. SessionM is, and shall remain, the licensee or the owner of all rights (including all intellectual property rights) to the SessionM SDK Kit, the SessionM SDK Code, the Clickstream Data, SessionM Content, SessionM Marks, SessionM Confidential Information and any related documentation and all related and intellectual property, including without limitation, all copyright, trade secret, patent, trademarks and other intellectual property rights therein and including any derivative works made during the Term or thereafter (“SessionM Assets”). No ownership right or interest in the SessionM Assets or any part thereof is granted to Developer by virtue of this Agreement. Developer hereby assigns to SessionM all of its right, title and interest in any such SessionM Assets. Except as provided herein, Developer shall not (i) assign, transfer, modify, create any derivative work of or private label the SessionM Assets, or reverse assemble, decompile, reverse engineer or attempt to derive source code or the underlying ideas, algorithms, structure or organization of the SessionM Assets, (ii) alter or copy, or permit a third party to alter or copy, any part of the SessionM Assets; (iii) use the SessionM Assets to provide service bureau, time sharing, access through a public computer bulletin board or “shareware” distribution process, or other similar services to third parties; or (iv) sublicense, distribute, sell, assign, transfer, lease, rent, disclose, or provide access to the SessionM Assets to any third party. In no event shall Developer use or access the SessionM Assets except as permitted hereunder.

(c) Trademarks. Developer hereby grants to SessionM a non-exclusive, non-transferable, royalty-free license to use, reproduce, distribute and display the Developer Marks during the Term and solely in connection with the performance of the services under this Agreement. SessionM agrees that as between the parties all uses of the


Developer Trademarks, including the goodwill and reputation associated therewith, will inure to the benefit of Developer.

9. Confidential Information. The term "Confidential Information" shall mean this Agreement, and all confidential or proprietary information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) designated as such in writing, orally or visually and is identified as Confidential Information prior to or at the time any such confidential or proprietary information is disclosed. Each party shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. The Receiving Party shall have no obligation with respect to information which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; or (iv) is disclosed by the Receiving Party under a valid order of a court or government agency, provided that the Receiving Party provides prior written notice to the Disclosing Party of such obligation and the opportunity to oppose such disclosure. Upon written demand of the Disclosing Party, the Receiving Party shall cease using the Confidential Information provided by the Disclosing Party and return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of notice. 10. Representations and Warranties; Limitation of Liability. (a) Developer Representations and Warranties. Developer represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform all of its obligations, (ii) entering into this Agreement does not and will not violate any Agreement or obligation existing between Developer and any third party, (iii) all Developer software in source code or object code used to carry out the purposes of this Agreement does not infringe upon or misappropriate any third party’s rights in and to any copyrights, trade secrets, patents, trademark, service mark, design rights, rights of privacy, or any other proprietary rights, (iv) it will make reasonable commercial efforts to ensure that Developer software is free from material design and programming errors, (v) that use of any software by Developer will not expose SessionM’s software to undue harm or public disclosure, (vi) it will comply will all applicable federal, state and local laws and regulations in connection with this Agreement, and (vii) to Developer’s knowledge, the Mobile Property(s) will not contain, or contain links to, content which unlawful, libelous, defamatory, contrary to public policy, or otherwise unlawful. Developer shall defend, hold harmless and indemnify SessionM, and its officers, directors, employees, agents, licensees and affiliated companies (“SessionM Indemnitees”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) associated with any third-party claim, proceeding or action brought against any SessionM Indemnities relating to (a) acts of willful misconduct or gross negligence by Developer or (b) any breach of any representation or warranty set forth herein by the Developer. (b) SessionM Representations and Warranties. SessionM represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform all of its obligations, (ii) entering into this Agreement does not and will not violate any Agreement or obligation existing between SessionM and any third party, (iii) the SessionM Platform and all software in source code or object code used to carry out the purposes of this Agreement do not infringe upon or misappropriate any third party’s rights in and to any copyrights, trade secrets, patents, trademark, service mark, design rights, rights of privacy, or any other proprietary rights, (iv) it will make reasonable commercial efforts to ensure that the SessionM Platform and source code are free from material design and programming errors, (v) it will comply at all times with any open source license as a result of use of open source code within the SessionM Platform and the SessionM SDK Code, (vi) use of any source code by SessionM will not expose Developer’s source code to undue harm or public disclosure, (vii) any computer software codes and/or advertising tags loaded on an end users’ device by SessionM are and will be free of malware, spyware, time bombs, and viruses (viii) it will not sell, report or transfer Clickstream Data to any third party absent a direct contract with Developer or SessionM (ix) it will not aggregate or present anonymous Clickstream Data in a form or manner that would permit a third party to identify any individual’s personal information or identify the Clickstream Data as associated with Developer and (x) it will comply will all applicable federal, state and local laws and regulations in connection with this Agreement. SessionM shall defend, indemnify and hold Developer, and its officers, directors, employees, agents, licensees and affiliated companies (“Developer Indemnitees”) harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) associated with any third-party claim, proceeding or action brought against any Developer Indemnities relating to (a) acts of willful misconduct or gross negligence by SessionM or (b) any breach of any representation or warranty set forth herein by SessionM. (c) Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN SECTION 10(b) ABOVE, THE SESSIONM PRODUCTS AND SERVICES PROVIDED HERUNDER ARE PROVIDED “AS IS” AND SESSIONM MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. SESSIONM DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SESSIONM SERVICE WILL BE ERROR FREE OR UNINTERUPTED IN ALL CIRCUMSTANCES. EACH PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.


(d) Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF BREACH OF SECTION 8, SECTION 9, OR A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 10, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES) INCLUDING LOSS OF REVENUE, LOSS OF DATA, OR ANTICPATED PROFITS OR LOST BUSINESS. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 10, DAMAGES ARISING FROM A BREACH OF SECTION 8 OR SECTION 9, AND ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT, THE CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED $50,000. 11. Term and Termination. Term. This Agreement will take effect on the Effective Date and will remain in effect for a period of twelve (12) months unless otherwise terminated as set forth herein. Either party may terminate this Agreement with thirty (30) days notice by notifying the other party in writing. In the event of termination pursuant to this section, all Developer Ad Revenue Fees owed to Developer prior to termination shall be paid in accordance with this Agreement. Following the initial term and subsequent Renewal Terms, this Agreement will automatically renew for an additional one (1) year term ("Renewal Term") unless either party provides the other party with notice of its intent to terminate at least sixty (60) days prior to the end of the then-current term. At the start of each auto renewal, Publisher will agree to all the latest term of the publishers agreement that is located on the Session M, Inc's Portal. (b) Breach and Cure. This Agreement may be terminated immediately by either party upon a material breach by the other party. In the event of termination pursuant to this section, all Developer Ad Revenue Fees owed to Developer prior to termination shall be paid in accordance with this Agreement.

(c) Immediate Termination or Suspension of Services. Notwithstanding any other provision of this Agreement, SessionM may, in its sole discretion, terminate this Agreement or suspend the its services under this Agreement by providing forty-eight (48) hours written notice to Developer if SessionM determines that continuing to provide services to the Mobile Property(s) conflicts with SessionM standards and the standards of other websites in the SessionM Network. 12. Miscellaneous. Sections 8, 9, 10, 11, and 12 and the accompanying provisions of any exhibit hereto shall survive expiration or earlier termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither SessionM nor Developer shall hold itself out as the agent of the other, except as set forth in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by first class mail (certified or registered). Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. This Agreement shall be interpreted under the laws of the Commonwealth of Massachusetts. Each party irrevocably consents and wavies any objection to the exclusive jurisdiction and venue of the federal and states courts located in Boston, Massachusetts. Except in the event of a merger, consolidation, or sale of all or substantially all of a party’s equity or assets, this Agreement may not be assigned without the prior written consent of the non-assigning party. This Agreement shall be binding on permitted successors and assigns. This Agreement, including all attachments, which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. IN WITNESS OF THE FOREGOING, the parties have caused the Agreement to be signed by an authorized representative as of the Effective Date set forth above. SessionM, Inc. __________________ By: ___________________________ By: ___________________________ Name: _________________________ Name: _________________________ Title: __________________________ Title: ________________________

Updated: 12/15/15 7 CONFIDENTIAL

Exhibit A 1. Mobile Property(s). The following are the Mobile Properties or Mobile Websites covered under this Agreement:

________________________________ ________________________________ ________________________________ ________________________________


Exhibit B

Third Party Developer Worksheet

General Information Property Name: Property Channel: Property Description: Keywords to describe the Property: How many visitors does the App have per month US?

How many visitors does the App have per month non-US? Exclude mature content?

Describe Your Site Visitors / Subscribers Age: Gender: Income: Ethnicity: Keywords to describe App visitors/ program subscribers: Keywords that best describe products and services App visitors find interesting:

General Information First Name: Last Name: Title: Company: Address: City: State: Zip Code: Country: Phone Number: General contact E-mail: Tech Lead contact E-mail: Ad Approval contact E-mail:

Payment Information (Skip if this information is the same as above)

Make checks payable to: Title: Company: Address: City: State: Zip Code: Country: Tax ID Number:


Exhibit C – Developer Campaigns IF APPLICABLE

“Developer Campaign” shall mean an advertising campaign sold by Developer for which SessionM Ad Revenue Fees (as defined below) shall be paid to SessionM by Developer. (a) Developer Billing and Payment Terms. Except as specified herein, Developer will pay all amounts due under this Agreement in U.S. currency within thirty (30) days of receipt of SessionM’s invoice. Developer will be responsible for, and will promptly pay, all taxes of any kind (including but not limited to sales and use taxes) associated with this Agreement, the Services, or the Mobile Website, except for taxes based on SessionM’s net income. In connection with SessionM Ad Revenue Fees (as defined below), SessionM will invoice Developer monthly based on the SessionM Ad Revenue Fees (as defined below) that were generated during the month. Developer shall remit payments to:

SessionM, Inc. 2 Seaport Lane, 11th Floor Boston, MA 02210 Attn: Finance Department [email protected]

(b) Developer Campaign Trafficking (If Applicable). To facilitate the trafficking of a Developer Campaign, Developer shall provide SessionM with a signed insertion order, which shall include the number of impressions, price, start date and end date for each Developer Campaign. Such insertion order along with the Developer Campaign materials must be sent to SessionM at least three (3) business days before the Developer Campaign can be initiated. All Developer Campaign materials must adhere to SessionM’s Mobile Marketing Advertising Standards. (c) Developer Campaigns - For all Developer Campaigns (including sponsorships), Developer shall pay SessionM 25% of the Developer’s Gross Advertising Revenue (“SessionM Ad Revenue Fees”) in consideration of the services.


Exhibit D – Developer Reinvestment Program

SessionM shall retain 25% of Monthly Developer Revenue (as defined below) (the “Reinvestment Amount”) and shall spend such Reinvestment Amount on costs associated with driving installs of the Developer app via Advertising on the SessionM Network. Developer may change the Reinvestment Amount or discontinue the program at any time upon written notice to SessionM. Prior to spending any Reinvestment Amount, SessionM will forward an advertiser insertion order with the advertising campaign details to Developer for Developer’s signature. The process will be as follows:

• Developer will sign an insertion order for spend amount, rate, and pacing for the campaign and return it to SessionM.

• SessionM will complete the spending on the SessionM Network. • Upon the completion of spending on the advertising campaign, at month end SessionM will net the

advertising spend amount against the monthly amount payable to Developer (the “Monthly Developer Revenue”).

o If the spend amount is less than the Monthly Developer Revenue, SessionM will retain the spend amount and forward to Developer the remaining amount per monthly payment guidelines outlined in the Agreement.

o If the spend amount is greater than the Monthly Developer Revenue, SessionM will retain Monthly Developer Revenue and forward to Developer an invoice for the net amount still owed.

IN WITNESS OF THE FOREGOING, the parties have caused the Agreement to be signed by an authorized representative as of the Effective Date set forth above. SessionM, Inc. __________________ By: ___________________________ By: ___________________________ Name: _________________________ Name: _________________________ Title: __________________________ Title: ________________________


Exhibit E

Custom Entity Proof of Partnership Letter for comScore, Inc. Reporting

I, I, [name], [title] of <PUBLISHER>, certify that <PUBLISHER>

a) is the majority owner of all URLs or comScore reported entities listed below (collectively, the

“<PUBLISHER> entities”) b) enjoys a legitimate business relationship with SessionM, where SessionM is able to serve media units

to the <PUBLISHER> entities, and c) authorizes that all <PUBLISHER> entities can be a part of a Custom Entity requested by SessionM in

comScore Inc. syndicated audience measurement reports.

I understand that authorizing the creation of a Custom Entity that includes the <PUBLISHER> entities will have no impact on comScore continuing to report <PUBLISHER> separately as an Entity. I also understand that this request is subject to review by comScore to determine that custom entity creation is consistent with comScore’s reporting rules. comScore retains the right in its sole discretion to refuse this request if this request would in fact be inconsistent with comScore’s reporting rules. If necessary, comScore may require additional documentation to verify ownership of the <PUBLISHER> entities before granting this request. For example, if <PUBLISHER> is not the named registrant of the <PUBLISHER> entities, <PUBLISHER> must provide documentation demonstrating that the registrant of those <PUBLISHER> entities is (1) owned or (2) employed by <PUBLISHER>. I understand that acceptance of this letter by comScore imposes no legal liability whatsoever on comScore for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the <PUBLISHER> entities. I understand that <PUBLISHER> is fully responsible for timely notification to comScore of any updates to the <PUBLISHER> entities, including, but not limited to, changes in ownership of any of the <PUBLISHER> entities.

<PUBLISHER> shall indemnify and hold harmless comScore Inc. from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney’s fees and expenses) arising out of any allegation of improper assignment of the <PUBLISHER> entities pursuant to this letter.

________________________ ________________________ Signature Name

________________________ ________________________ Title Company ________________________ Date


Exhibit F

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