Annex 1

Monetization Terms and Conditions

  1. General. These Monetization Terms and Conditions (“Monetization Terms“), along with the Terms to which they are attached, and any separate, written Publisher Agreement that may be entered between the parties (“Publisher Agreement“) govern your use of Jeeng’s monetization services (“Monetization Services“). Through the Monetization Services, you as a “Publisher” will have the opportunity to monetize your properties by serving advertisements on behalf of advertisers.
  1. Definitions. All undefined capitalized terms shall have the meanings ascribed to them in the Terms. For purposes of these Monetization Terms, the following capitalized terms shall have the following meanings:
    1. Click Fraud” means opens and clicks that are incentivized or generated from automated bots or other mechanized systems designed to emulate human traffic.
    2. Revenue” means amounts received by Jeeng from advertisers for ad units included in Publisher properties that contain Revenue Stripe minus the total amount of credit card processing fees, bad debt, chargebacks, deductions, reversals, pass-through costs, taxes, VAT or credits and refunds to advertisers. The Revenue shall not include any opens and clicks which classified as Click Fraud.
    3. Revenue Share” means, with respect to each calendar month during the Term (as defined below), the total Revenue actually received by Jeeng from Publisher’s properties that contains Jeeng’s proprietary third-party ad serving platform.
  1. Payment Terms.
    1. Publisher shall be entitled to its portion of the Revenue Share as determined by Jeeng, as agreed upon in the Publisher Agreement or as otherwise agreed between the parties from time to time (“Publisher Payment“).
    2. Publisher Payments will be made 60 days after the close of the previous month. Jeeng shall make the payment based on the tracking information in Jeeng’s internal system.
    3. Publisher may request to receive payments early. In order to receive early payments, Publisher may provide a written request by the 25th of the applicable month and shall be entitled to receive payments within four (4) business days of the beginning of the subsequent month in respect of the previous month’s Revenue Share (“Early Payment“). Early Payments shall be subject to an Early Payment Fee.
  1. Monetization Services for Messaging.
    1. Access to Jeeng Account. If and to the extent required, you shall provide Jeeng with any access to your Jeeng Account as necessary for the provision of Jeeng Managed Services hereunder.
    2. Consideration. Client shall continue paying for the Jeeng’s messaging services provided in connection with your Jeeng Account the monthly subscription fee based on the number of users using your Jeeng Account (“Subscription Fee“) and based on the pricing agreed upon by the Parties.
    3. Revenue Share. Publisher shall be entitled 50% of the Revenue Share or as otherwise agreed between the parties from time to time (“Publisher Payment“).
    4. Offset. Amounts owed by Publisher to Jeeng as a Subscription Fee may be set off against amounts owed by Jeeng to Publisher as Publisher Payment. It is clarified that to the extent Publisher Payment in a given month does not cover the Subscription Fee, Publisher shall be charged by Jeeng for the outstanding Subscription Fee amount.
  2. Properties. Any properties, such as emails, push notifications, or webpages, through which advertisements are provided in connection with the Monetization Services shall be considered “User Content” and shall be subject to the User Content Restrictions as set forth in the Terms. In addition, the Publisher represents and warrants that it has the right to such properties and the right to send such emails, push notifications or webpages, to the extent applicable, including the advertisements therein, and has provided all necessary notices and has and shall maintain throughout the Term all necessary rights and consents required under applicable law to do so and shall ensure that a record of such consents is maintained, as required under applicable law.

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