This agreement ("Agreement") between You and Monster Worldwide, Inc. ("Monster") sets forth the terms and conditions ("Terms and Conditions") applicable to your participation in the Monster for Publishers Program (the "Program"). PARTICIPATION IN THE MONSTER FOR PUBLISHERS PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE MONSTER FOR PUBLISHERS PROGRAM. [A description of the Program, as generally offered by Monster, is available at the Program Frequently Asked Questions ("FAQ") URL, located at [http://publisher.monster.com/Help/Help.aspx?mid=16] or such other URL as Monster may provide from time to time.] "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

1 Program Participation. Participation in the Program is subject to Monster’s prior approval and Your continued compliance with this Agreement and the Program Policies ("Program Policies"), located at [http://publisher.monster.com/Help/Help.aspx?mid=22], and/or such other URL as Monster may provide from time to time. Monster reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Monster may serve (a) third party and/or Monster provided advertisements and/or other content (such third party provided advertisements, Monster provided advertisements and other content, collectively, "Ads"), (b) related Monster queries and/or Ad search box(es) (collectively, “Links”), and/or (c) Monster Web and/or Site search results (collectively, "Search Results"), each in connection with the Web site(s), media player(s), video content and/or mobile content that You designate, or such other properties expressly authorized in writing by Monster (including by electronic mail) (such other properties, “Other Properties”), and the Atom, RSS, or other feeds distributed through such Web site(s) , media player(s), video content, mobile content and/or Other Properties (each such Web site, media player, video content, mobile content, Other Property or feed, a "Property"). For the avoidance of doubt, any reference in this Agreement or the Program Policies to an individual “Web page”, “Web site”, “Web site page” or the like that is part of the Property will also mean feeds and media players distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Monster (including by electronic mail). You represent and covenant that Your Property substantially services or targets U.S. residents.

2 Privacy Policy. You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of ads being served on your website. Your privacy policy should also include information about user options for cookie management.

3 Implementation and Operation of Ads and Search Results. You agree to comply with the specifications provided by Monster from time to time to enable proper delivery, display, tracking, and reporting of Ads, Links, Search Results, and Monster Brand Features (as defined in Section 13 below) in connection with Your Property(ies), including without limitation by not modifying the JavaScript or other programming provided to You by Monster in any way, unless expressly authorized in writing by Monster (including by electronic mail).

3.1 Search Boxes and Search Results. If You have elected to receive Search Results, You will display on Your Property(ies) a Monster search box (a "Search Box") in accordance with the specifications provided by Monster. Except for related Monster queries, all search queries (including queries entered into an Ad search box) must originate from individual human end users inputting data directly into a Search Box (or Ad search box, as applicable) on Your Property(ies). You will send any and all queries (without editing, filtering, truncating, appending terms to or otherwise modifying such queries individually or in the aggregate) to Monster and Monster will use commercially reasonable efforts to provide You with corresponding Search Results and/or Ads, as applicable and as available. Search Results and any accompanying Ads may be displayed on Your Property(ies) or, at Monster’s sole discretion, displayed on Web pages that may be hosted by Monster (each, a "Search Results Page"), and the format, look and feel of those Web pages hosted by Monster may be modified by Monster from time to time.

3.2 Content. All content and Property-based Ads (and Ads served in response to end user clicks on and queries entered into Links, if any) shall be grouped by Monster and displayed with Links (where applicable) to end users of the Property(ies) as ad units (such groups of Ads and/or Links collectively referred to as "Ad Units") in standard formats as offered generally by Monster from time to time, as may be described in the FAQ. You may select a format approved by Monster for the display of Ad Units in connection with the Property(ies), but You acknowledge and agree that Ads and/or Links: (i) shall only be displayed in connection with the Property(ies), each of which is subject to review and approval by Monster in its discretion at any time; and (ii) shall be subject to the placement guidelines set forth herein.

3.3 Leads. Monster may, at Monster’s sole discretion, include a referrals option with any given Link (each, a “Leads Button”). Such Leads Button may allow You to receive a Payout (as defined in the Commission Junction Publisher Service Agreement). In order to be eligible to receive a Payout, You agree to the following:

3.3.1 You have implemented any such Leads Button on Your Property(ies) in accordance with the specifications provided by Monster.
3.3.2 You have agreed to and accepted the terms and conditions set forth in the Commission Junction Publisher Service Agreement http://www.cj.com/psa.html
3.3.3 End users who click on a Link and/or Search Result will be directed to a Web page that may be hosted by Monster (“Referral Page”), and the format, look and feel of those Web pages hosted by Monster may be modified by Monster from time to time.
3.3.4 A “Referral Event” will be initiated when an end user clicks on a Link and/or Search Result from the Property and will be completed when the referral requirements for the relevant product are satisfied in accordance with this Agreement.

Such referral requirements are located at http://publisher.monster.com/Help/Help.aspx?mid=19, or such other URL as Monster may provide from time to time. You agree to comply with the specifications provided by Monster from time to time to enable proper tracking and reporting of Referral Events in connection with Your Property. You shall not promote or facilitate a Referral Event by any means other than displaying a Link on the Property, unless expressly authorized in writing by Monster (including by electronic mail). Any Payouts will be calculated and remitted pursuant to Section 12 herein and Your Commission Junction Publisher Service Agreement. Monster hereby disclaims any and all responsibility with respect to any Payout, calculation of same, and/or accounting of Referral Events.

3.4 General.You agree not to display on the same Web page in connection with which any Ad Unit, Ad, Link, or Search Box is displayed (a "Serviced Page") any advertisement(s) or content that an end user of Your Property(ies) would reasonably confuse with a Monster advertisement, create the impression that Your Property is a part of Monster’s site or those of Monster’s affiliates, or otherwise associate with Monster. You agree that Your Property will not in any way copy or resemble the look and feel of Monster’s site or those of Monster’s affiliates. You agree that You will not use Monster’s Brand Content, or any variation or misspellings thereof, or any string that, in Monster’s sole opinion, is confusingly similar with any Monster Brand Content, in your URL, company name, business name or site name. You agree not to display, distribute, transfer, sublicense or otherwise use any Ad Unit, Ad, Link, Search Box, or Monster Brand Feature (as defined in Section 13) that is not in the form and manner as specified in this Agreement, the Program Policies, and/or the FAQ.

4 Communications Solely With Monster. You agree to direct to Monster, and not to any advertiser, any communication regarding any Ad(s) or Link(s) displayed in connection with Your Property(ies). Notwithstanding anything to the contrary contained herein, You agree to direct to Commission Junction, and not to any Monster or to any advertiser, any communication regarding any Payout or calculation of Payout or Referral Events.

5 Parties' Responsibilities. You are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of Monster's specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. Monster reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, Links, or Search Results, or to complete any Referral Event, or any engagement in any activity prohibited by this Agreement. Monster is not responsible for anything related to Your Property(ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and Monster. In addition, Monster shall not be obligated to provide notice to You in the event that any Ad, Link, Search Result, or Leads Button is not being displayed properly to, or Referral Event is not being completed properly by, end users of the Property(ies).

6 Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, Referral Events, or impressions of or clicks on any Ad, Link, or Search Result (including without limitation by clicking on “play” for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Ad, Link, Ad Unit, or Search Result, or remove, obscure or minimize any Ad, Link, Ad Unit, or Search Result in any way without authorization from Monster; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"), any Search Results Page, or any Referral Page (including but not limited to the use of “pop-up” or “pop-under” windows); (iv) redirect an end user away from any Advertiser Page, Search Results Page, or Referral Page; provide a version of the Advertiser Page, Search Results Page, or Referral Page that is different from the page an end user would access by going directly to the Advertiser Page, Search Results Page, or Referral Page; intersperse any content between the Ad and the Advertiser Page, between the page containing the Search Box and the Search Results Page, or between the Leads Button and the Referral Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page, from the page containing the Search Box to the Search Results Page, or from the Leads Button to the Referral Page; (v) display any Ad(s), Link(s), or Leads Button(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads, Links, or Search Results through or from, or otherwise incorporate the Ads, Links, or Search Results in any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, Links, or Search Results, or any part, copy, or derivative thereto; (viii) act in any way that violates any Program Policies posted on the Monster Web Site, as may be revised from time to time, or any other agreement between You and Monster; (ix) disseminate malware; (x) create a new account to use the Program after Monster has terminated this Agreement with You as a result of Your breach of this Agreement; or (xi) engage in any action or practice that reflects poorly on Monster or otherwise disparages or devalues Monster’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

7 Termination; Cancellation. You may stop displaying Ads, Links, or Search Boxes on any Property in the Program with or without cause at any time by removing the Monster JavaScript or similar programming from Your Properties. You may terminate this Agreement with or without cause at any time by sending written notice of Your desire to cancel Your participation in the Program to publisher.help@monster.com. This Agreement will be deemed terminated within ten (10) business days of Monster's receipt of Your notice. Monster may investigate any activity that may violate this Agreement. Monster may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Program for any reason. In addition, Monster reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads or valid impressions of Ads (in each case as measured by Monster) for a period of two (2) months or more. You will remove all Ads, Upon termination of participation of any Property in the Program or termination of this Agreement for any reason, Sections 4, 7 through 11, and 15 through 18 shall survive termination.

8 Confidentiality. You agree not to disclose Monster Confidential Information without Monster's prior written consent. "Monster Confidential Information" includes without limitation: (a) all Monster software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Property performance in the Program provided to You by Monster; and (c) any other information designated in writing by Monster as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of gross Payouts made to You pursuant to the Program. Monster Confidential Information does not include information that has become publicly known through no breach by You or Monster, or information that has been (i) independently developed without access to Monster Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

9 No Guarantee. Monster makes no guarantee regarding the level of impressions of Ads or clicks on any Ad or Leads Button, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, Monster does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Monster’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Monster (or its wholly owned subsidiaries) or Your servers are located or co-located.

10 No Warranty. MONSTER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-MONSTER CONTENT, MONSTER SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.

11 Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) MONSTER'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO $50.00. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

12 Payment. Any payments to You shall be sent by Commission Junction pursuant to Your agreement with Commission Junction. In no event shall Monster make payments to You. Monster shall not be liable for any payments made or omitted by Commission Junction. You are solely responsible for entering into a valid agreement with Commission Junction and providing and maintaining accurate address and other contact information as well as payment information associated with Your account. If You dispute any payment made under the Program, You must notify Commission Junction directly.

13 Publicity. You agree that Monster may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages. If You wish to use Monster's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with Monster's then current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be found at the following URL: http://publisher.monster.com/Help/Help.aspx?mid=20 (or such other URL Monster may provide from time to time).

14 Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Monster to enroll in the Program is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, obscene, hate-related or otherwise violent in content.

15 Your Obligation to Indemnify. You agree to indemnify, defend and hold Monster, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Property(ies), and/or Your breach of any term of this Agreement.

16 Monster Rights. You acknowledge that Monster owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Monster's ad serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by Monster from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Monster services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter Monster's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Monster services, software, or documentation (including without limitation the display of Monster’s Brand Features with Ads, Links, Search Boxes, Search Results, and/or Leads Buttons, as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. You will not shall not use Monster’s Brand Features, Ads, Links, Search Boxes, Search Results, and/or Leads Buttons in any manner that may disparage Monster, its affiliates, officers and employees, products and/or Brand Features, Ads, Links, Search Boxes, Search Results, and/or Leads Buttons themselves, or impair the validity, scope, title or goodwill of Monster in the Brand Features.

17 Information Rights. Monster may retain and use, subject to the terms of the Monster Privacy Policy (located at http://www.Monster.com/privacy/, or such other URL as Monster may provide from time to time), all information You provide, including but not limited to Property demographics and contact information. You agree that Monster may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Monster may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Monster disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Monster may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by Monster, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Monster the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.

18 Miscellaneous. This Agreement shall be governed by the laws of the state of New York, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in New York, New York. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Monster. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Monster. Notwithstanding the foregoing, Monster may assign this Agreement to any affiliate at any time without notice. The relationship between Monster and You is not one of a legal partnership relationship, but is one of independent contractors.