ZINSUM™ TERMS AND CONDITIONS OF USE

1. Your Acceptance. By using or registering for the ZINSUM™ service, you signify your assent to these Terms and Conditions of Use (the "Terms"). If you do not agree to any of these Terms, you are not authorized to use ZINSUM.

2. About Zinsum. ZINSUM provides qualified and registered users an opportunity to earn advertising revenue by allowing ZINSUM to display and transmit advertisements, surveys, and related material ("ZINSUM Content") to users' computers, websites, blogs, and peripheral devices (e.g., mobile phones) capable of receiving digital content ("User Sites"). ZINSUM transmits ZINSUM Content that appears relevant to a particular user based upon the content of the corresponding User Sites, and the ZINSUM Content may include specific offers that provide the user an opportunity to earn advertising revenue, for instance by watching an advertisement or responding to a survey.

3. Eligibility. To be eligible to use ZINSUM, you must be, and you hereby represent and warrant that you are: (i) a registered user of ZINSUM in good standing; (ii) a legal resident of the United States; (iii) legally capable of entering into contracts of this nature; (iv) in possession of a valid U.S. tax identification number or valid social security number.

4. Licenses. ZINSUM grants you a non-exclusive, non-transferable license to access and use ZINSUM strictly subject to your compliance with these Terms and subject to your assent to the ZINSUM Privacy Policy located at www.zinsum.com/privacy (the "License"). In consideration of the License, you grant ZINSUM permission to: (i) place cookies or similar software tracking modules ("ZINSUM Modules") on your User Sites; (ii) monitor and analyze content of your User Sites in connection with the compilation of a user profile, and transmit information about such content to ZINSUM's proprietary software (the "ZINSUM Software") in connection with the generation of relevant ZINSUM Content; and (iii) transmit ZINSUM Content to your User Sites and display ZINSUM Content on your User Sites.

5. Intellectual Property. The ZINSUM Content, Modules, and Software are subject to copyright and other intellectual property rights under United States and international laws and treaties. As between ZINSUM and User, ZINSUM is and shall remain the exclusive owner of all such rights. All rights not expressly granted in these Terms are reserved.

6. Prohibited Activities. You agree not to: (i) create multiple ZINSUM accounts; (ii) run programs or specifically configure machines in such a way as to automate advertising click-throughs or the earning of advertising revenue; (iii) copy, distribute, or reverse engineer the ZINSUM Content, Modules, or Software in any manner; (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels from the ZINSUM Content; (v) display any obscene, harassing, offensive, or unlawful content in connection with the ZINSUM Content; (vi) engage in any conduct that disparages the ZINSUM mark or diminishes the goodwill associated with the ZINSUM mark; (vii) use ZINSUM for unlawful purposes; (viii) share ZINSUM usernames, passwords or other access credentials with unauthorized third parties; (ix) engage in any activities that would violate the personal privacy rights of others; (x) post, disseminate or transmit any worm, viruses or other harmful, disruptive or destructive files, code or programs via or through ZINSUM; or (xi) interfere with, disrupt, or harm in any way ZINSUM or servers or networks connected to it. The License shall terminate automatically without notice if you breach any of these Terms.

7. Intended for Users Over 13. ZINSUM is intended for use by individuals of at least 13 years of age or older. Users under the age of 13 must get the assistance of a parent or guardian to use the Website. Please refer to our Privacy Policy for more information.

8. Advertising Revenue. Advertising payments, if offered as stated in the ZINSUM Content, are subject to your compliance with and completion of an advertising offer. Not all ZINSUM Content involves advertising payment. You must be a registered ZINSUM user subject to these Terms to be eligible to receive advertising revenue from ZINSUM. You must set up a payment account with “Pay Pal” or such other payment agent as might be designated from time to time by ZINSUM. ZINSUM reserves the right in its sole discretion to: (i) deny anyone enrollment with ZINSUM; (ii) decide the nature and frequency of ZINSUM Content that is transmitted to any particular User Site; (iii) change or discontinue ZINSUM Content at any time; (iv) determine the validity of traffic, clicks and impressions from your account; (v) calculate payment to a user account on the basis of valid user activity; and (vi) withhold payment on any account until the amount owed is in excess of US$25. ZINSUM will not pay you for any amounts generated in violation of these Terms. Payment is contingent on your keeping us updated with current and accurate payment and contact information.

9. Third Party Sites. The ZINSUM Content may include links to third party websites. ZINSUM assumes no liability for, and does not endorse, any content contained in such third party sites. You acknowledge and agree that ZINSUM is not responsible or liable for any third party content or material, even if it is accessed via ZINSUM.

10. Taxes. You are responsible for all taxes and governmental fees of any kind that are imposed on or arise out of your participation in ZINSUM.

11. Remedy for Breach. You acknowledge that any breach of these Terms would cause ZINSUM irreparable injury, such that ZINSUM would have no adequate remedy at law, and in the event of such breach, ZINSUM shall be entitled to injunctive relief in addition to any other remedies it may have at law or in equity or under these Terms.

12. Warranty Disclaimer. THE ZINSUM CONTENT, MODULES, AND SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY THAT YOUR ACCESS AND USE THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. YOUR USE OF THEM WILL AT ALL TIMES BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZINSUM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE ZINSUM CONTENT, MODULES, AND SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Liability. ZINSUM SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR TREBLE DAMAGES ARISING FROM YOUR USE OF THE ZINSUM CONTENT, MODULES, OR SOFTWARE IN ANY MANNER, OR FOR ANY CLAIM RELATING TO YOUR USE OR INABILITY TO USE THEM, OR THE ACCURACY OF THEIR CONTENT, EVEN IF ZINSUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ACTIONS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, AND STRICT LIABILITY), AND TO DAMAGES ARISING FROM OR ATTRIBUTABLE TO THE FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF ANTICIPATED OR ACTUAL REVENUE OR PROFIT, LOSS OF DATA, LOSS OF CAPITAL, LOSS OF GOODWILL, AND DOWN TIME COSTS.

14. Termination. ZINSUM reserves the right to terminate your enrollment in ZINSUM and your right to access or use the ZINSUM Content, Modules, or Software at any time.

15. Indemnity. You agree to defend, indemnify, protect and hold harmless ZINSUM, and its affiliates, partners, shareholders, directors, officers, employees, agents and representatives, from and against any and all liabilities, judgments, claims, settlements, losses, damages, costs, fees (including attorneys' fees, court fees and expenses), liens, taxes, penalties, obligations and expenses incurred or suffered, arising from your breach of any representation, warranty, or obligation in these Terms.

16. Relationship. Your enrollment and participation in ZINSUM does not create any partnership, joint venture or agency relationship between you and ZINSUM, and neither has the power to direct or control the day-to-day activities of the other or to create or assume any obligation on behalf of the other. You are not a third party beneficiary of any agreement between ZINSUM and any advertiser or other third party.

17. Export Control. The United States controls the export of some products and information. You agree to comply with all applicable restrictions concerning the export or re-export of any data to countries or persons prohibited under the export control laws. By accessing and/or downloading any part of the Website outside of the United States, you agree that you are not in a country where the downloading such data is prohibited, and that you are not otherwise subject to such prohibition. You are responsible for complying with the laws of your local jurisdiction regarding the import, export or re-export of any material, including software or data.

18. Electronic Communications. Your affirmative act of enrolling in ZINSUM constitutes your assent and signature to these Terms. You further agree to receive all required notices from us electronically via email or, if you have not provided a valid email address or updated your account with a valid email address, by posting a notice on the ZINSUM website.

19. General. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and ZINSUM (or its parent Monarch Convergence Group, Inc.) that arises in whole or in part from these Terms shall be decided exclusively by a court of competent jurisdiction located in San Diego, California. These Terms, together with the Privacy Policy and any other legal notices published on ZINSUM, shall constitute the entire agreement between you and ZINSUM. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and ZINSUM's failure to assert any right or provision under These Terms shall not constitute a waiver of such right or provision. ZINSUM reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review the Terms for any changes. Your use of ZINSUM following any amendment of these Terms will signify your assent to and acceptance of its revised terms.