Unloct Content Provider Agreement
This Agreement ("Agreement") is made effective as of November 03, 2017, by and between Unloct.com LLC of  Arizona and all registered content providers of Unloct. In this Agreement, the party who is contracting to receive services will be referred to as "Unloct," and the party who will be providing the services will be referred to as "Content Providers."

1. DESCRIPTION OF SERVICES. Beginning on November 03, 2017, Content Providers will provide to Unloct the following services (collectively, the "Services"):

Provide Premium Content for distribution to Unloct's Subcribers.

Premium Content (the "Services") shall be restricted by the following list, any Content Providers providing ANY content that represent the following categories may be banned from using Unloct or reported to the appropriate authorities. Unloct reserves the right to refuse service to anyone.  Unloct reserves the right to make the final determination of what constitutes a violation of these restrictions:

No Content Provider shall create content that is:

• Illegal content of any kind.

• Stolen, trademarked, or copyrighted content without express written consent of its rightful owner.

• Spam

• Content that in any way shape or form constitutes malware.

• Content that uses displays banner advertisements. Affiliate links accompanied by original product reviews may be allowed. Passive advertisements of any type are not allowed.

• Content designed to redirect users for the sole purpose of capturing user engagement and payment as defined in "Exhibit U".

• Adult content of any kind.

• Gambling

• Contests

• Bullying

• Harrassment

• Hate speech

• Doxing (sharing an individual’s private information or aggregating their public information for the purpose of intimidating them through harassment).

• Stealing from Unloct or others, including "Empty" websites or websites with zero or minimal content for the sole purpose of capturing revenue.

• Any other website or application that Unloct deems inappropriate for the Unloct subscription system may be removed from the Unloct subscription system with or without notice.

2. PAYMENT FOR SERVICES. In exchange for the Services Unloct will pay Content Providers according to the following schedule:

"Exhibit U"

3. TERM. This Agreement will terminate automatically on December 31, 2020.

4. CONFIDENTIALITY. Content Providers, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Content Providers, or divulge, disclose, or communicate in any manner, any information that is proprietary to Unloct. Content Providers and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

Upon termination of this Agreement, Content Providers will return to Unloct all records, notes, documentation and other items that were used, created, or controlled by Content Providers during the term of this Agreement.

5. TAXES. By installing the software created by Unloct, Content Providers assume sole responsibility for any taxes owed, and Content Providers agree to pay all applicable taxes or charges imposed by any government entity in connection with Content Providers' participation. Content Providers are solely responsible to provide all required tax information to Unloct. If the Content Provider is a United States taxpayer, this includes but is not limited to: a) a valid United States tax identification number, and b) a completed Form W-9, or c) any other forms required by the United States tax authorities. Content Providers acknowledge and agree that for tax-related purposes Unloct may be required to make withholdings of payment amounts due to you.

6. INDEMNIFICATION. Content Providers agrees to indemnify and hold Unloct harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Unloct that result from the acts or omissions of Content Providers and/or Content Providers's employees, agents, or representatives.

7. WARRANTY. Content Providers shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Content Providers's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Content Providers on similar projects.

8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

10. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

11. AMENDMENT. This Agreement may be modified or amended in writing at any time by Unloct.

12. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Arizona.

13. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

14. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
Exhibit U
In exchange for the Services, Unloct will pay Content Providers meritoriously based on user engagement; specifically Daily Active Users (DAU) and Monthly Active Users (MAU), as well as a General Allocation Pool ("Everyone").

For the purposes of this agreement, "Content Providers" shall be defined as any entity that registers an account with Unloct and successfully installs the Unloct single sign-on software on a website or application outside of Unloct.com.

"Stripe" is the payment processor of Unloct, and shall encompass all property, propriety software, and trademarks of Stripe.com.

"Subscribers" shall be defined as users of the Unloct Micro-Subscription system who have paid the monthly subscription price of the subscription tier titled "Unloct - Unlimited" as defined within the settings of Unloct's online account with Stripe.

"Time zone" shall be the Coordinated Universal Time ("UTC").

"Day" or a "24 Hour Period" shall be defined as any moment in time that falls between 12:00:00 AM UTC to 11:59:59 PM UTC.

"Month" shall be defined by the standard 28 day, 29 day, 30 day, and 31 days in the Gregorian Calendar.

"Reporting Month" shall be defined as the "Month" in which subscriber activity shall be counted and calculated towards payment

"Net Revenue" shall be defined as the total cash equivalents collected by Unloct's Subscribers during all Days within a Reporting Month, minus the total cost of any and all refunds, charge backs, and failed billings of all Subscribers, regardless of which Reporting Month the refunds, charge backs, and failed billings apply to.

"Active Users" are users who are subscribed to the Unloct Micro-Subscription System and have paid the monthly fee via Stripe.

"Daily Active Users" shall mean the count of subscribed Active Users who log in to a Content Provider's website or application through the Unloct micro-subscription service at any time during a 24 hour period within the Reporting Month. A user is considered is only considered an active user if they log in through Unloct.com. A user may only counted as a Daily Active User once per day per Content Provider.

"Monthly Active Users" shall mean the count of all Active Users who log in to a Content Provider's website or application through the Unloct micro-subscription service at least once, at any time during a Reporting Month. Active Users are only counted once per Reporting Month, regardless of how many times they log in. If an Active User is subscribed, but they do not log in to any Content Provider's websites or applications, they are not counted as a Monthly Active User.

Each Content Provider will receive a percentage of total Net Revenue calculated as:

1.) The Content Provider's proportion of Daily Active Users who use their application compared to Unloct's total Daily Active Users multiplied by 30% of Net Revenue.

2.) The Content Provider's proportion of Monthly Active Users who use their application compared to Unloct's total Monthly Active Users multiplied by 30% of Net Revenue.

3.) 30% of Net Revenue divided the total number of active Content Providers.

4.) The remaining 10% of Net Revenue will be retained by Unloct, a portion of which will be paid to Stripe. Payment will be made, less retainage, not later than thirty-one days after the last day of the Reporting Month. Content Providers will, if requested, provide final lien waivers upon final payment of all sums due Content Providers.