Service Agreement

Last updated October 15, 2024

This SERVICE AGREEMENT (this “Agreement”), effective as of the day of 2024 (the “Effective Date”), is made by and between Earnstack Inc dba Publir, an Delaware company (“Publir”, the “Company” or “we”) and [INSERT NAME OF CUSTOMER] (“Customer”, “you” or “your”). The Company’s business is comprised of, but is not limited to (i) the provision of economics technologies to, and managing advertising space for, digital publications; and (ii) account management services and customer support. In consideration of the mutual obligations set forth hereinafter and intending to be legally bound, the parties enter into this Agreement pursuant to the following terms and conditions and the Statement of Work attached hereto as Exhibit A.

Programmatic Ad Service

If the Customer elects for Publir to fill the Customer’s website(s) with programmatic ads (“Programmatic Ads” and the service related to Programmatic Ads defined as the “Programmatic Ad Service”) pursuant to the attached Statement of Work, then the following provisions shall apply:

  1. Publir, at its own expense, will educate itself on Customer’s editorial strategy, tone, brand(s), market positioning, and target audience. If Customer desires, and at Customer’s sole and exclusive expense, Publir will meet more extensively with Customer’s team to learn about the Customer’s website(s), brand(s), business strategy, and growth goals;
  2. Publir shall use its proprietary technology (its “Software”) to (i) serve one hundred percent (100%) of the Programmatic Ads on Customer’s website(s); and (ii) use its best efforts to fill such Programmatic Ads at market-best prices; and
  3. Publir shall (i) retain fifteen percent (15%) of the revenue received from the provision of the Programmatic Ad Service on Customer’s website(s); and (ii) forward to Customer the remaining eighty-five percent (85%), of revenue received from the provision of the Programmatic Ad Service on Customer’s website(s). The Programmatic Ad revenue required to be forwarded pursuant to this paragraph shall be forwarded to Customer at least monthly, on a Net 60 basis. Publir reserves the right to deduct ad serving fees and other infrastructure and service charges incurred by the company from the payments made to the customer.

Subscription Service

If the Customer elects for Publir to provide the Subscription Service (as defined herein) pursuant to the Statement of Work attached hereto, then the following provisions shall apply:

  1. Publir shall use Publir’s Software to cause no advertisements to appear on the Customer’s website(s) (the “Subscription Service”) for those users of Customer’s website(s) who have selected to receive the Subscription Service; and
  2. The Customer shall have the option to subscribe to the Subscription Service on either a (i) month-to-month; or (ii) annual basis, as indicated in the Statement of Work attached hereto; and
  3. Publir shall (i) retain fifteen percent (15%) of the revenue received from the provision of the Subscription Service; and (ii) forward to Customer eighty five percent (85%), of revenue received from the provision of the Subscription Service on Customer’s website(s). The Subscription Service revenue required to be forwarded pursuant to this paragraph shall be forwarded to Customer at least monthly, regardless of whether any user of the Customer’s website(s) has elected to subscribe to the Subscription Service on a month-to-month or yearly basis. If any user of the Customer’s website(s) has elected to subscribe to the Subscription Service on an annual basis, then the revenue received by Publir from such user shall be forwarded to Customer in monthly installments each equal to one-twelfth (1/12th) of the revenue required to be forwarded to the Customer in this section. If any user of Customer’s website(s) initially elects to receive the Subscription Service and subsequently cancels receipt of the Subscription Service, then the revenue received by Publir from such user shall be forwarded to Customer for each month that the user elected to receive the Subscription Service.
  4. Publir reserves the right to alter its percentages in accordance to cover any unforeseen serving costs and platform fee changes.

Crowdfunding Service

If Customer elects Publir to provide Crowdfunding services to the Customers website, Publir shall retain fifteen percent (15%) of the revenue received from the provisions of the Crowdfunding service.

  1. Publir reserves the right to alter its 15% fee in accordance with platform fee changes and credit card processing fees.

Direct Ad Sales

If Customer elects for Publir to provide representation of Customer website(s) for purposes of direct, premium ad sales (“Direct Ads”) in the Statement of Work attached hereto (the “Direct Ad Service”), then the following provisions shall apply:

  1. Publir, at its own expense, will educate itself on Customer’s editorial strategy, tone, brand(s), market positioning, and target audience. If Customer desires, and at Customer’s sole and exclusive expense, Publir will meet more extensively with Customer’s team to learn about its website(s), brand(s), business strategy, and growth goals; and
  2. Publir shall include direct, premium sales through its ad tags; and
  3. Publir shall (a) retain fifty percent (50%); and (b) forward to Customer fifty percent (50%) of collected Custom Ad revenue. The Custom Ad revenue required to be forwarded pursuant to this paragraph shall be forwarded at least monthly, on a Net 60 basis. Publir will provide Customer with reports on Custom Ad revenues at least weekly. Publir reserves the right to alter customer percentages without notice in accordance to cover platform fee’s and ad serving costs.

Response Time and Support Commitment

For technical and ad serving issues, Publir will provide live help desk accessibility Monday through Friday 8 AM to 5 PM Eastern time; and twelve (12) hour response time at all other times.

Onboarding Period

Publir requires ten (10) business days from the Effective Date to induct new website(s) into its Platform and to generate the appropriate ad tags (the “Onboarding Period”). If the Customer elects to receive the Custom Ad Service, then Publir may require an amount of time greater than the Onboarding Period to begin delivering such Custom Ad sales. Customer will need to engage with Publir on any technical changes that will be required for the transition, although these changes are typically limited to the swapping out of on-site ad tags for those created and sent by Publir. The soonest Publir can begin serving ads is ten (10) business days from the Effective Date.

Ad Quality and Blocking

Customer has the final say as to what ads are acceptable for inclusion on Customer’s website(s). Publir will provide its standard quality filters, but does not warrant that inappropriate ads, due to such ads being improperly tagged, will not inadvertently be placed on the Customer’s website(s). Customer may specify acceptable types of ads in advance of their inclusion on Customer’s website(s). Customer may also supply an advertiser block list in advance. Publir has the ability to establish a block list of advertisers for each website, and Customer may add to this list as it desires. In the event Customer requests that Publir remove an ad or make an amendment to the block list, Publir will do so within twelve (12) hours of notification, and take further steps to prevent a blocked ad’s recurrence across all demand providers.

Limited License

Publir hereby grants Customer a limited, revocable, nonexclusive, non-assignable and non-transferable license to use Publir’s Software on Customer’s website(s) (the “License”) for the purpose of Publir providing the Programmatic Ad Service, Subscription Service, Ad-Serving Platform and/or Custom Ad Service, as the case may be. The License shall continue until the Agreement is terminated as specified herein. Upon the termination of this Agreement, the Customer shall remove the Software from the Customer’s website(s) and shall certify to Publir in writing, at Publir’s reasonable request, that such Software has been removed from the Customer’s website(s).

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated as provided in this paragraph (the “Term”). Publir believes in earning business through superior technology and good business practices, not through contracting. Therefore, either party may terminate this Agreement by providing the other party with thirty (30) days notice, which either party may do at any time for any reason. If Customer sells or merges its business, the purchaser, acquirer or merger survivor will be bound to honor this Agreement, including this termination notice period, unless Publir terminates it earlier.

Disclaimer of Warranties | Limitation of Liability

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PUBLIR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY OF ANY CLAIM, SHALL EXCEED THE FEE(S) PAID BY CUSTOMER TO PUBLIR UNDER THIS AGREEMENT. IN ADDITION, THE PREVAILING PARTY SHALL BE ENTITLED TO ANY REASONABLE ATTORNEY FEES AND COURT COSTS.

Non-Disclosure

Customer and Publir agree to execute Publir’s standard Non-Disclosure Agreement, which will continue in full force and effect and will survive the termination of this Agreement. Publir may release aggregated/anonymized performance data.

Governing Law.

This Agreement shall be construed, administered and governed in all respects under and by the internal laws (but not the choice of law rules) of the State of Delaware.

Non-Exclusivity.

The Services being provided hereunder are provided on a non-exclusive basis, and Publir shall be entitled to perform or engage in any activity not inconsistent with or otherwise prohibited by this Agreement, including, but not limited to entering into agreements similar to this Agreement with third parties, which third parties may include any competitor or competitors of the Customer.

Entire Agreement.

This Agreement constitutes the entire agreement between Publir and the Customer with respect to the provision of Services contemplated herein.

          The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Agreement and to bind their respective party thereto.

EXHIBIT A STATEMENT OF WORK

The following provisions are designated in accordance with the Service Agreement by and between Earnstack Inc dba Publir (“Publir”) and [INSERT NAME OF CUSTOMER] (“Customer”) dated as of ________________________________ ____, 2024 (the “Agreement”), which is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.

The Customer hereby engages Publir to provide the Services (as defined in the Agreement) as indicated in this Statement of Work. The placement of an “X” to the left of any service shall be an indication of Customer’s intention to engage Publir to provide such service to Customer:

____ Programmatic Ad Service.

____ Subscription Service.

____ Crowdfunding Service.

____ Direct Ad Sales Service.