ADJUNGLE PROVIDES THIS SITE AND RELATED SERVICES SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY:

1. PARTIES
   Pursuant to this Agreement, AdJungle, Inc. ("AdJungle.com") of 1815 Via El Prado, Suite 203, Redondo Beach, CA 90277, and Member ("Advertiser" and/or "Publisher") shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from Advertisers and for display of same on Publisher websites ("Zones"). This includes the serving, tracking and reporting of each Campaign made on the AdJungle Network (the "Network") to Publisher Websites ("Websites").

2. USE POLICY

   a) Membership: Membership in the AdJungle Network is subject to approval of AdJungle. AdJungle reserves the right to refuse service to any new or existing Publisher, in its sole discretion, with or without cause. AdJungle reserves the right to withhold approval of membership in the AdJungle Network based on Website primary language. AdJungle reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Member or Website for any reason at any time, with or without notice to the Member and regardless of whether such Member or Website was previously accepted.

   b) Representation: Member represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website or Creative; (2) the Website or Creative is free of any "worm", "virus" or other device that could impair or injure any person or entity; (3) the Website or Creative does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Website or Creative does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Member is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (6) the Website or Creative does not and will not infringe any copyright, trademark, patent or other proprietary right. Member grants AdJungle the right and license to transmit the Creative to the Network and the Website.

   c) Termination: AdJungle reserves the right to terminate any Member's relationship with the AdJungle Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Member agrees to immediately remove from his/her website AdJungle's HTML code for serving Creative from AdJungle. Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the AdJungle server logs, all ties to referrals will be permanently severed and Publisher will not receive fraudulently obtained earnings.

   d) Content: AdJungle reserves the absolute right to refuse to affiliate with any Member. AdJungle does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. This Agreement is voidable by AdJungle immediately if Member fails to disclose, conceals or misrepresents itself in any way. In addition, AdJungle may in its complete discretion refuse to serve any Website that it deems appropriate.

   e) Traffic: AdJungle may not allow direct sales of advertising on Publisher's Zone should the number of Impressions delivered by Publisher total less than 700 for any seven (7) consecutive calendar day period. AdJungle reserves the right to change the minimum traffic levels at any time in response to market pressures.

   f) Defaults: A Zone may not be 100% sold with direct placement ads through a Publisher's Ad Card. AdJungle provides free Publisher-defined default ads expressly for this reason. Publisher-defined default ads must adhere to the content guidelines outlined for all AdJungle Advertisers. Publishers found using default ads that violate the content restrictions of this agreement will be removed from the network. Publishers are able to fill eight (8) of ten (10) slots in each Zone with Publisher-defined ads. If Publisher chooses not to specify a Publisher-defined default ad in any slot, AdJungle will display AdJungle Default ads on Publisher's website when paid advertising is unavailable for that slot. AdJungle may display AdJungle Default ads on any Publisher's website when technical difficulties require it. AdJungle Default ads may not be paid advertising. AdJungle will attempt to fill AdJungle Default ads with revenue generating advertising in order to maximize earnings from AdJungle Default ads. Under no circumstances does AdJungle guarantee to provide any percent fill of paid advertising to a website.

   g) Placement: No member will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, on pages that automatically refresh, or in such a fashion that may be deceptive to the visitor. Creative cannot be placed in email messages. All Creative must be placed in such a manner that a majority of visitors will notice the Creative.

   h) Fraud and Deception: AdJungle audits every Publisher's traffic on a daily basis. Publishers that produce or commit fraudulent activities, including false clicks, false impressions, and incentivised clicks, will have their account permanently removed from our network and will not be compensated for fraudulent traffic. Additionally, AdJungle reserves the right to register fraudulent Publishers in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Publisher shall induce visitors to click on Creatives based on incentives. The following methods of generating visitor interest are unacceptable to AdJungle and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Website; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.

   i) Code: AdJungle ad codes must be not be modified from original format without consent from AdJungle. Publisher agrees to use the ad code provided for displaying Creative not more than ONCE per page view for any given Zone. Ad codes cannot be placed in email messages. Publisher can not alter, copy, modify, take, sell, reuse, or divulge any AdJungle computer code, except as is necessary to partake in the AdJungle Network.

   j) Data Reporting (Stats): AdJungle is the sole owner of all Website, Campaign, Slot, Zone, and aggregate web user data collected by AdJungle. Member only has access to data that is collected through the use of their inventory and Creative. Publishers will be able to review overall data for each Zone and Default Campaigns. Advertisers will be able to review Campaign performance data. However, Creatives which utilize rich media HTML ads that are loaded from a different location will not count towards any click tracking statistic or click based payment.

   k) Contact Information: To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Member's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Member contact or payment information are Member's responsibility, and will be deducted from re-payment.

3. PAYMENT POLICY

   a) Rate: Standard AdJungle payment rate (Publisher earnings) is 60% of gross Zone revenue. Actual campaign CPM (cost per thousand displays) rates are determined by Publishers for each Zone. AdJungle reserves the right to set and negotiate specific payment terms on an individual basis.

   b) Payment Frequency: Publishers will typically be paid within twenty-five (25) business days after the end-of-month. Do not invoice AdJungle; all Publisher invoices are discarded. Publishers will be paid at the account level. All accounts will be settled in US dollars ($US). No checks will be issued for any amounts less than $20. Payments for balances of less than $20 will incur a service charge of $10.00. All unpaid earnings will rollover to the next pay period.

   c) Inactive Accounts: Any Publisher account that records zero impressions for six (6) months becomes subject to an account maintenance fee of $5 per month. Accounts with less than $5 subject to this fee will be set to a zero balance, and no account balance will go negative due to this fee.

   d) Taxes: Every US-based Publisher account must have a unique taxpayer identification number (TIN). All payments are based on actuals as defined, accounted and audited by AdJungle. In no event will payments be made on accounts that have not provided proper tax identification information.

   e) Fraud: AdJungle, reserves the absolute right not to pay any accounts or Publishers that violate any of the terms and conditions set forth herein. AdJungle will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs.

   f) Refunds: Advertiser agrees that all orders are final, and it is at the sole discretion of AdJungle to issue refunds. If no refund is issued, the Advertiser will receive a credit for the amount charged which can be used to purchase advertising on any Zone in the Network. Refunds for credit balances will incur a service charge of $10.00.

4. QUALITY CONTROL
   AdJungle reserves the right to refuse service to any new or existing Member, in its sole discretion, with or without cause. AdJungle reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Creative for any reason at any time, with or without notice to the Customer and regardless of whether such Creative was previously accepted or published. AdJungle does not accept Customers that engage in, promote or facilitate illegal activities. AdJungle may in its sole discretion refuse or restrict use of any Creative that it deems inappropriate or requires special handling. This Agreement is cancelable by AdJungle immediately if Customer fails to disclose, conceals or misrepresents itself in any way.

5. CAMPAIGN DATA
   AdJungle is the sole owner of all Inventory, Campaign, and aggregate web user data collected by AdJungle. Customer is granted unrestricted rights to all data available online in Customer's account.

6. CAMPAIGN ACCOUNTING
   Campaigns purchased on the AdJungle Network are served, tracked and reported by AdJungle. AdJungle shall be the governing counting authority, and all prepaid and billed amounts due shall be per AdJungle.

7. LIABILITY POLICY

   a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher Websites and/or (ii) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by AdJungle). Publisher and AdJungle hereby agree to indemnify, defend and hold harmless each other and each other's officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites (except for advertisements supplied by AdJungle); (b) arising out of any material breach by AdJungle or Member of any duty, representation or warranty under any agreement between AdJungle and Member; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites (other than through an advertisement supplied by AdJungle).

   b) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

   c) Warranty Disclaimer: AdJungle and its Customers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by AdJungle, services provided thereunder, or any output or results thereof. AdJungle and its Customers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

   d) Limitation of Liability: Neither AdJungle nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of AdJungle or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative provided by Customer. The total liability of AdJungle and Publishers arising out of this campaign or the services provided thereunder, whether based in contract, tort or otherwise, shall not exceed (1) the amount paid to AdJungle for Campaigns run on Members' behalf or (2) $10,000, whichever is less.

8. GENERAL

   a) Applicability: In This Agreement, including all attachments which 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. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither AdJungle nor Publisher shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the AdJungle website Member interface are explicitly bound by this Agreement.

   b) Public Release: Member shall not release any information regarding Campaigns, Creatives, or Members relationship with AdJungle or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of AdJungle. AdJungle shall have the right to reference and refer to its work for, and relationship with, Member for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of AdJungle and Publisher.

   c) Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, AdJungle reserves the right to withhold payment and take appropriate legal action to cover its damages.

   d) Audit: AdJungle shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to AdJungle. AdJungle will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.

   e) Modifications: AdJungle reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to the AdJungle Publisher Agreement within 10 business days from the date of change. AdJungle will post any changes to this Agreement in the Publisher area of the AdJungle Website.

   f) Privacy: Publisher shall support AdJungle's commitment to protect the privacy of the online community; such commitment is set forth in AdJungle's Privacy Statement, which is hereby incorporated into this Agreement.

   g) Assignment: Customer may not assign this Agreement, in whole or in part, without written consent from AdJungle. Any attempt to assign this Agreement without such consent will be null and void.

   h) Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of California.

   i) Ability to Enter into Agreement: By executing this Agreement, Member warrants that Member (or Authorized Representative of Member) is at least 18 years of age, and that there is no legal reason that Member cannot enter into a binding contract