ADVERTISING AGREEMENT
Date Last Changed 10/14/2008
© 2008 VIZI INC.

PLEASE READ THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR A VIZI ACCOUNT.

BY CHECKING OFF THE AGREEMENT BOX, YOU ARE CONSENTING TO BE BOUND BY AND ARE BEOMING A PARTY TO THIS AGREEMENT. DATE, TIME & IP ADDRESS WILL BE RECORED.

YOU AGREE THAT YOU SIGNATURE IS A VALID ELECTRONIC SIGNATURE AS ACCORDING TO THE UNIFORM ELECTRONIC TRANSACTIONS ACT OF 1999 AND THE U.S. ESIGN ACT OF 2000.

This Agreement (the "Agreement") is a legal agreement between you and VIZI Inc. ("VIZI") relating to the use of Advertising Materials provided to you by VIZI. In this Agreement, "Advertising Materials" means advertising material (together with any software, documentation, and other instructional material downloaded from VIZI); "Advertiser" means a third party providing VIZI with Advertising Materials which we make available to you; "You" or "you" or "Publisher" means the company, entity or individual who is utilizing the Advertising Materials under this Agreement; "we", "us", and "our" mean VIZI; "both of us" or similar words mean both you and us; and "your site" means the Internet web site or sites maintained by or controlled by you, complying with the conditions of this Agreement, on which you place Advertising Materials.

LICENSE; OWNERSHIP. We hereby grant you a non-exclusive, non-transferable, revocable right to use the Advertising Materials for purposes that are consistent with the terms and conditions of this Agreement. Advertising Materials consisting of programming code is licensed in object code form only. The Advertising Materials and all other materials and information provided to you under this Agreement are owned and copyrighted by VIZI, its third party suppliers, or its Advertisers. Your license confers no title or ownership in the Advertising Materials and is not a sale of any rights in the Advertising Materials. VIZI shall own all data regarding visitors to your site collected in accordance with the terms and conditions of this Agreement.

TERM. The term of this Agreement shall be perpetual but may be terminated without cause by Vizi upon one day notice written (email or postal).

TECHINICAL SPECIFICATIONS. Your site must conform with our technical requirements for websites displaying Advertising Material, as such requirements may be adopted or revised from time to time, including, without the limitation the following:

1. Minimum volume for each website: 10,000 impressions per day
2. Advertising Material can only be placed on approved root URLs
3. Advertising Material pop-under windows cannot be launched from websites that launch more than a total of two (2) pop-up or pop-under windows

PLACEMENT OF ADVERTISING MATERIALS. You may place ad banners only in prime locations (within 600 pixels of the top of the webpage (above the page scroll/fold)) on content pages and not grouped with more than one other banner on a page. You may only place the advertisements on the domain, or sub-domains of the domain approved in the application, unless otherwise agreed by us in writing. Banners may not be placed on pop-up windows or pages that automatically refresh, reload, or redirect visitors. Ad code will only be placed on the URL (and sub-URLs), in their account profile. You may not place text instructing or encouraging visitors to click on the banner (other than that provided by us) without our written consent. Our ad code must be placed, without modification, directly within the HTML of your site. You may not use the banner ads as part of a contest, email campaign, or any other moneymaking opportunity. You may not edit, modify, or otherwise change our HTML code without our express written consent. You may not display our ads as a result of the actions of any software application such as a toolbar. Our ad code must not be pasted into any software application. Pop-under windows cannot be launched from your site that launches more than a total of two (2) pop windows, including the VIZI pop-under. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same page. You may not place ads on blank pages, on pages with no content, on top of one another, on non-approved websites, or in such a fashion that may be deceptive to the visitor.

PAYMENT. We will pay 60% of all revenue generated from Countable Clicks & Impressions resulting from our Advertising Materials being placed on your site in accordance with the terms of this Agreement. This is payment based on advertising received and the statistics generated by our adserver are only used by a guide to estimated revenue. We reserve the right to pay only based on what we receive for advertisers and in the event of a non-payment by an advertiser, we reserve the right only to pay a portion of the received funds. We reserve the right to amend the Fee Schedule at any time without notice to you by posting a revised Fee Schedule, provided however that any such revised Fee Schedule will not be effective unless and until it has been posted for at least twenty-four (24) hours. We will pay you within ninety (90) days of the end of the month for the placement of the applicable Advertising Materials, unless advertisers payments are not received. If the total amount we owe to you for a given month is less than $300, we may defer such payment until the next month. A $15.00 processing fee will be charged for all checks, and a wire fee of $30.00 for any and all wires. International wires will be charged a $150.00 processing fee. We reserve the absolute right not to make any payments if we have any reason to believe you have violated any of the terms and conditions set forth herein, until we are satisfied that the terms and conditions have not been violated.

COUNTABLE CLICKS. Clicks are defined as an occasion on which a user clicks on the Advertiser's ad banner directing him/her to the Advertiser's URL. A click shall be deemed a Countable Click if, and only if, it (i) goes through Publisher's unique gateway, (ii) is counted by VIZI's server, and (iii) is unique, as determined by VIZI in its sole discretion. Any click resulting from robot clicks, multiple clicks from the same user within a two (2) hour period, reloads by the same browser within a two (2) hour period and incomplete requests shall not be considered unique. Clicks through any link other than our Advertiser's banners are strictly prohibited.

SERVING OF ADVERTISING MATERIALS. We will provide all Advertising Material to you via our servers or those of our affiliates at the time of each impression. We will provide you appropriate linking instructions to our ad servers displaying ad images and directing click-throughs. If you are unable to obtain the Advertising Materials from our ad servers on a consistent basis, you must stop requesting the Advertising Materials from our ad servers and must contact us promptly, but in no event more than four (4) hours after the problem first occurs. You shall resume requesting the Advertising Materials from our ad servers at our direction. If we request you remove any Advertising Materials from your site, you must comply within one (1) day of receipt of our request. You may not use our name or the name of our Advertisers without prior written approval from us. Vizi reserves the right to display any advertiser we see fit, without approval of you.

EXCLUSIVITY: You grant Vizi exclusivity in placing of advertising materials on your site and agree for the period of the agreement, you will not engage the services of any other advertising network. In the event that you do, you agree to pay Vizi the total of 70% of the advertising revenues generated by that network.

RIGHT TO BUY: In the event that Vizi wishes to buy your web property in the application, you give Vizi the right to buy the property and all assets (programming, graphics, trademarks and otherwise) for the cost of 12 times the revenue produced by site through Vizi advertising materials. In the event that you will to sell your property to another person, you will give Vizi 25% of the purchase price, in cash within 60 days of the purchase of your property.

FRAUDULENT ACTIVITY. Any method that artificially and/or fraudulently generates clicks or impressions is strictly prohibited. These prohibited methods include, but are not limited to: repeated manual clicks, using robots, automated clicking tools, or other deceptive software. Clicking on your own ads for any reason is prohibited. Any attempts to artificially inflate account statistics will result in immediate account termination and forfeiture of all amounts due to you, including those that may not be related to the fraudulent activity. Prospective publishers who are applying to join with the intention of defrauding our system should be advised that we have developed an extensive, multi-tiered security system that includes both passive and active software evaluations, and regular monitoring by our staff, to detect and flag any suspicious activity. We reserve the right to permanently withhold all payments to any person suspected of fraudulent activity.

REFRESHING. Automatic refreshing of advertising materials using any means is strictly prohibited.

CONNECTIONS TO ADWARE: No publisher may use Adware or Spyware that would render or deliver our Advertising Materials to users or otherwise use Adware or Spyware in connection with our Advertising Materials. Adware means any software application in which advertising materials are displayed while the program is running, either through pop-up windows, through a bar that appears on a computer screen or otherwise. Spyware means any software application that gathers information about a person or his/her network, organization or computer without that such personÕs consent.

UNACCEPTABLE CONTENT AND FORMAT. Your site shall not, and you promise that your site does not, contain any unacceptable content (as specified below) or be rendered in an unacceptable format (as specified below). Your site contains unacceptable content if it contains any of the following: (i) hate material or inappropriate or controversial subject matter of any nature; (ii) information pertaining to illegal activity of any kind; (iii) information pertaining to hacking, cracking, or warez; or (iv) links to certain types of downloadable software. Your site is rendered in an unacceptable format if it is (i) a personal web page, (ii) a site on a free hosting service, (iii) a site whose contents consist primarily of advertising material, (iv) a site lacking a professional appearance. Our decision on whether or not your site complies with this paragraph is final and binding on both of us.

PASSWORD AND CONFIDENTIAL INFORMATION. We may retain and use for our own purposes all information you provide, including but not limited to site demographics, contact information and billing information. You agree that we may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation with us, including to third parties that reside in jurisdictions with less restrictive data protection laws than your own. We may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise our legal rights or defend against legal claims. We disclaim all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. We may share aggregate (i.e., not personally identifiable) information about you with advertisers, business partners, sponsors, and other third parties. You grant us the right to access, index and cache your site, or any portion thereof, including by automated means. You agree not to disclose the account password to anyone else and understand that we cannot be responsible for damages that result from other parties' obtaining and using you password.

NONDISCLOSURE. You agree that you may not contact nor receive contact from any of our Advertisers for any reason without our express written consent. You further agree that you will not furnish any information relating to our Advertisers, policies, or operations to any other parties without our written consent, nor speak to anyone about your experiences with VIZI. Any violation of this provision is an attempt to unlawfully interfere with our contractual relationship with our Advertisers and in bad faith.This clause shall remain in effect for a period of twelve (12) months beyond the termination of any working relationship between both of us.

In performance of the parties' obligations pursuant to this Agreement, you agree not to transmit to us, our information providers, licensors, licensees, consultants, contractors, agents, attorneys or employees, and we shall not solicit or collect, any personally identifiable information of the visitors or customers to your site unless required by law or court order, or otherwise agreed in writing and signed by an authorized representative of VIZI. You represent, warrant, and covenant that at all times while the Advertising Material is on your site, you will maintain a privacy policy on your site which shall (a) be available, at a minimum, as a clear and conspicuous link from the main page of your site and on all web pages where visitors' personally identifiable information is collected, (b) obtain all rights and/or permissions necessary for us to use the data as contemplated under this Agreement, (c) comply with all applicable laws and regulations, and (d) contain language materially similar to the following:

"We have contracted with VIZI to monitor certain pages of our website for the purpose of reporting website traffic, statistics, advertisement 'click-throughs', and/or other activities on our website. Where authorized by us, VIZI may use cookies, web beacons, and/or other monitoring technologies to compile anonymous statistics about our website visitors. No personally identifiable information is collected by or transferred to VIZI."

PUBLICITY. We may use your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If you wish to use our 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 our then-current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be found at the following URL: www.VIZI-inc.om (or such other URL as we may provide from time to time). We may, at its discretion, place the term "Ads by VIZI" (or other terms as we may decide) with a hyperlink as part of the ad placement on your site. We may do a press release at our sole discretion announcing that you have joined the vizi network.

PUBLISHER'S REPRESENTATIONS.

1. You represent, warrant and covenant that:
   1. Your site is owned by or licensed to you and you have the right to use the entire contents and subject matter contained in your site;
   2. The content of your site and your method of generating clicks does not and shall not at any time violate any law, statute, ordinance, treaty or regulation;
   3. The content of your site does not and shall not at any time infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
   4. The content of your site is not and shall not at any time be false, deceptive or misleading or otherwise defamatory, libelous, slanderous or threatening; and
   5. Your site is free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.
2. You also represent and warrant that:
   1. you have the power and authority to enter into and perform your obligations under this Agreement and you are at least 18 years old of age;
   2. you are not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing your obligations hereunder or by authorizing and permitting us to perform the services hereunder;

INDEMNIFICATION. Publisher agrees to indemnify and hold VIZI and its affiliates and its and their respective employees, agents, officers and directors harmless from and against any and all liability, loss, cost, damage, expense, claim or cause of action, including reasonable legal fees and expenses, arising out of or related to this Agreement.

DISCLAIMER OF WARRANTY. We make no representations or warranties whatsoever regarding the Advertising Materials and we grant the licenses in this Agreement on an "AS-IS", "WHERE IS", basis, "WITH ALL FAULTS" known and unknown. We make no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to you under this Agreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIZI HEREBY DISCLAIMS, WITH RESPECT TO THE ADVERTISING MATERIALS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY OF MERCHANTABILITY.

LIMITATIONS ON LIABILITY. EXCEPT AS OTHERWISE REQUIRED BY LAW, VIZI SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU WILL NOT BRING ANY LAWSUIT AGAINST VIZI FOR ANY REASON WHATSOEVER BASED ON THIS.

CANCELLATION. Notwithstanding any other provision contained in this Agreement to the contrary, we may terminate this Agreement, or any advertising campaign, at any time and for any reason, by giving you one (1) day notice by any means reasonably calculated to reach your authorized representative including telephonic or electronic notification.

We may terminate this Agreement immediately, without notice, if you breach any term of this Agreement or if your account falls below the acceptable levels of traffic, as determined by us in our sole discretion.

Upon termination of this Agreement for any reason, all rights and benefits granted herein to you shall immediately cease, including the license to the use the Advertising Materials and all rights to any unfulfilled contractual commitments, except the requirements of confidentiality.

We reserve the right to review your site, from time to time, to ensure that you are complying with all terms and conditions of this Agreement.

NOTICES. Except as otherwise provided in this Agreement, any notices to be given by pursuant to this Agreement shall be in writing and sent by: (i) first class certified mail, postage prepaid; (ii) overnight courier service, charges prepaid; or (iii) email, to the party to be notified, addressed to VIZI at the following address, or such other address or email address as VIZI may have substituted by notice given to you as provide below in accordance with this provision. The receipt of such notice shall constitute the giving thereof:

VIZI
39 West, 37th Street
10th Floor
New York, NY 10018

Any notice to be given to Publisher pursuant to this Agreement may be sent by email to Publisher's email address as identified in Publisher's account information or by posting on VIZI's website. The sending or posting of such notice shall constitute the giving of notice thereof.

MISCELLANEOUS. New York law shall govern this Agreement and the relationship between both of us, and both of us consent to the exclusive jurisdiction of the state or federal courts located in New York, New York, USA. Any assignment, transfer or delegation by you of your rights or duties hereunder without our prior written consent shall be void and of no effect. Any attempt to do so at our option result in immediate termination of this Agreement, without further liability to us. We may assign this Agreement to any other party at any time without notice. The relationship between both of us is that of independent contractors and nothing in this Agreement shall be construed to create a legal partnership between both of us. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative. 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. Neither party shall be liable for delays in delivery and/or non-delivery in the event of an act-of-god, action by any government or quasi-government entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption, of any kind, work slow down or any conditions beyond control of such party affecting ability to perform under this Agreement in any manner. This Agreement, including all attachments that are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.

MODIFICATIONS. We reserve the right to amend these Publisher Terms and Conditions at any time without notice to you by posting a revised Publisher Terms and Conditions on www.vizi-inc.com, provided however that any such revised Publisher Terms and Conditions will not be effective unless and until they have been posted for at least twenty-four (24) hours.

VIZI
Traffic Assignment Request for comScore Networks Reporting

I, (name), (title) of (company), certify that (company) is the majority owner of the URLs listed below enjoys a legitimate business relationship with VIZI INC justifying the aggregation of this traffic, and requests assignment of the traffic to these URLs from (company) to VIZI INC in the comScore Networks syndicated audience measurement reports.

In requesting this assignment, I understand that (company) will not receive credit for traffic to these URLs in the syndicated audience reports for those entities where VIZI elects to include these URLs. These URLs may not be assigned to any other company. In the event that comScore Networks receives multiple requests for assignment of the same URL, comScore will review and honor the request most recently received.

I understand that this request is subject to review by comScore Networks to determine that the assignment of traffic is consistent with comScore Networks reporting rules. comScore Networks retains the right in its sole discretion to refuse the requested assignment if such assignment would in fact be inconsistent with comScore Networks reporting rules. If necessary, comScore Networks may require additional documentation to verify ownership of the URLs before granting this request. For example, if (company) is not the named registrant of the URLs listed below, (company) must provide documentation demonstrating that the registrant of those URLs is (1) owned or (2) employed by [(company)].

I understand that acceptance of this letter by comScore Networks, Inc. imposes no legal liability whatsoever on comScore Networks, Inc. for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the attached URLs. I understand that (company) is fully responsible for timely notification to comScore Networks, Inc. of any updates to the list below, including, but not limited to, changes in ownership of any of those URLs.

(company) shall indemnify and hold harmless comScore Networks from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney’s fees and expenses) arising out of any allegation of improper assignment of the URLs pursuant to this letter.

(List of URLs)