TERMS AND CONDITIONS

This Ringlab Affiliate Network Advertiser Agreement ("Advertiser Agreement") governs the relationship between Ringlab Affiliate Network ("Ringlab Affiliate Network" or "we") and the entity accepting these terms ("Advertiser"), whereby Advertiser may obtain access to registered third party affiliates ("Affiliates") and publishers ("Publishers"), and related technology and software ("Ad Server"), to market customized advertisements and links provided by Advertiser and/or Ringlab Affiliate Network ("Ads," as further defined below). The Ringlab Affiliate Network, as well as the services provided by Ringlab Affiliate Network in connection therewith (collectively "Services"), are further described in the Insertion Order ("IO") incorporated herein by reference (the IO, together with this Advertiser Agreement, the "Agreement"). The terms of the IO shall supersede all contrary terms set forth in this Advertiser Agreement, unless expressly set forth to the contrary. In any instance where Advertiser is an agency entering into the Agreement on behalf of a client, any reference to "Advertiser" shall refer jointly to Advertiser as well as the applicable underlying client.

Ringlab Affiliate Network/Services

In connection with the Services set forth in the Agreement, Ringlab Affiliate Network shall undertake marketing campaigns with Advertiser (each an "Ad Campaign") whereby Ringlab Affiliate Network will distribute Advertiser's proprietary advertising materials including, without limitation, banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar online media (collectively, "Advertiser Ads") and/or, where applicable, Ringlab Affiliate Network Ads (as defined below) through the Ringlab Affiliate Network either: on Publisher websites via the Ad Server for impressions-based Ad Campaigns ("CPM"); or by Affiliates via e-mail based marketing, search engine marketing, website based marketing and/or other online marketing means. In connection with such Ad Campaigns, Advertiser shall pay Ringlab Affiliate Network commissions depending on the number of valid clicks, impressions, sales/actions ("CPA"), applications and leads ("Leads"), and/or such other compensable activities generated on behalf of Advertiser as set forth in the subject IO (collectively, "Actions"). The applicable Actions, the fees due to Ringlab Affiliate Network for each Action and other applicable terms and conditions of the Ad Campaigns entered into hereunder shall be specified in each IO. Ringlab Affiliate Network shall not be held liable or responsible for any actions or inactions of its Publishers or Affiliates.

Account

Upon the execution of the Agreement, Advertiser must register on the Ringlab Affiliate Network website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsibility for any and all actions taken under Advertiser's Account , whether authorized by Advertiser or not. Advertiser must immediately notify Ringlab Affiliate Network of any unauthorized use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that Ringlab Affiliate Network will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.

Ads

Unless stated otherwise in an IO, Advertiser shall develop all aspects of the Advertiser Ads, other than where the parties agree that Ringlab Affiliate Network shall assist in the development of Ads . The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Advertiser Ads; other than those portions that Ringlab Affiliate Network prepares on Advertiser's behalf (such portions hereinafter referred to as, the "Ringlab Affiliate Network Ads" and together with the Advertiser Ads, the "Ads"). The parties understand and agree that Ringlab Affiliate Network is the sole owner of any and all intellectual property rights associated with the Ringlab Affiliate Network Ads, other than Advertiser's trademarks , logos, copyrights and other pre-existing Advertiser intellectual property incorporated in the Ringlab Affiliate Network Ads. Under no circumstances shall Ringlab Affiliate Network be authorized to use the Ads other than in connection with Advertiser's Ad Campaigns as set forth in the IO(s). Advertiser shall submit all Advertiser Ads to Ringlab Affiliate Network for approval prior to the commencement of the subject Ad Campaign set forth in the applicable IO. After the applicable Ad has been approved by Ringlab Affiliate Network, Advertiser shall not alter, modify or otherwise change the Ads, or any other Ads-related feature, in any manner whatsoever, without obtaining Ringlab Affiliate Network's prior express written consent. Notwithstanding the foregoing, Ringlab Affiliate Network shall have sole discretion with respect to the creation of the "subject" and "from" lines used in its e-mailing of any Ads. Ringlab Affiliate Network reserves the right, in its sole discretion and without liability, to:change any of its Ad Guidelines at any time; and reject, omit, exclude or terminate any Ad for any reason at any time, with subsequent notice to the Advertiser, whether or not such Ad was previously acknowledged, accepted or published by Ringlab Affiliate Network. Such reasons for rejection, omission or exclusion of Ads include, but are not limited to, Ringlab Affiliate Network's determination, in its sole discretion, that the Ads, including the applicable products and/or services promoted by such Ads ("Advertiser Products"), and any website linked to from such Ads, are in violation of any applicable law, rule, regulation or other judicial or administrative order or where the content thereof may tend to bring disparagement, ridicule or scorn upon Ringlab Affiliate Network or any of its Publishers and/or Affiliates. Advertiser reserves the right to reject, omit, exclude, terminate or request a change to the Ads at any time and Ringlab Affiliate Network shall, subject to the provisions set forth herein, comply with such request as soon as practical but in no event later than three (3) business days after its receipt thereof. Advertiser may cancel or suspend a CPM-based Ad Campaign, or an Ad associated with such a CPM-based Ad Campaign, effective within approximately twenty-four (24) business hours of Ringlab Affiliate Network's receipt of Advertiser's cancellation notice, which Advertiser can deliver by logging into its Account and following the instructions on the applicable menu.

4.) Creative Changes: Editing of Ringlab Media’s Creative is strictly prohibited, without prior written approval from Ringlab Media. Creative includes, but is not limited to, text ads, graphic ads, from and subject line, any copy associated with the campaign including survey questions and answers. Any changes to Creative, without prior written permission will result in the loss of payment of Leads.

Placement

The positioning, placement, frequency and other editorial decisions related to Ads shall be made by Ringlab Affiliate Network and/or its Affiliates and Publishers, as applicable, in their respective sole discretion. The applicable IO may set forth the particular place(s) where Ads may appear and/or be distributed. Advertiser agrees that in a case where no points of placement or distributions are set forth in the applicable IO or, in cases where "Run of Affiliate Network" or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that Ringlab Affiliate Network and/or its Affiliates and Publishers may determine, in their respective sole discretion.

Ad Codes

6.) Advertising Guidelines: PUBLISHER may, in its complete discretion, reject, cancel or remove at any time any Advertisement from the service for any reason without prior notice to Ringlab Media. PUBLISHER must notify Ringlab Media following the rejection, cancellation or removal of any Advertisement from the service within 24 hours.

7.) Term & Target Launch: Term will be one (1) month from the target launch of the initial campaign as noted in the Insertion Order. Agreement may continue thereafter by mutual consent but may be terminated by either party for any reason whatsoever. All legitimate moneys due to PUBLISHER will be paid during the next billing cycle. If PUBLISHER defrauds the system, then payment is revoked as determined solely by Ringlab Media.

8.) Payment: PUBLISHER will invoice Ringlab Media on a monthly basis at the payout rates reflected in the Insertion Order. The invoice will reflect delivery of final Qualified Lead numbers that are based upon numbers reported by Ringlab Media to PUBLISHER pursuant to the terms of this Agreement. In the event Ringlab Media does not receive payment from its ADVERTISER for reasons that directly relate to PUBLISHER’s traffic quality or fraudulent issues that can be proven by the Advertiser, and that PUBLISHER’s traffic or proven fraud is a direct result for non-payment, Ringlab Media shall have no obligation to make payment to PUBLISHER.

9.) Payment Term: Ringlab Media shall make all payments to PUBLISHER within 30 days of the Invoice Date. All payments made to PUBLISHER do not include, and PUBLISHER shall pay, any sales, use or similar tax associated with such payment. All past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is greater. Parties shall keep, maintain and preserve, for the term of this Agreement and for one (1) year thereafter, accurate records relating to amounts due hereunder (the “Relevant Records”). Either party shall have a right at least once per calendar year to audit the Relevant Records of the other party for the purpose of verifying fulfillment of party’s payment obligations pursuant to this Agreement. Each audit will be conducted at a place agreed to by the parties, during the normal business hours, with at least ten (10) business days prior written notice to party to be audited. Auditing party shall pay the fees and expenses of the audit, unless the audit reveals a payment discrepancy of more than ten percent (10%) of all payments due in any consecutive six (6) month period, in which case audited party shall pay the reasonable fees and expenses of the audit, and shall immediately pay to auditing party all amounts found to be due.

10. Ringlab Media Representations and Warranties. The execution, delivery, and performance of this Agreement by Ringlab Media has been duly approved by its board of directors or managing partners/members, and no further corporate action is necessary on the part of Ringlab Media to consummate the transactions contemplated by this Agreement.

11.) PUBLISHER Representations and Warranties: Publisher represents and warrants that: (1) the recipients of all email addresses used by PUBLISHER in connection with this Agreement have manifested affirmative consent to receive commercial emails from PUBLISHER and none of the email addresses were obtained through email harvesting or dictionary attacks; (2) PUBLISHER will not fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Ringlab Media, such as pre-population of forms or mechanisms not approved by Ringlab Media); (3) PUBLISHER will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Ringlab Media that allows Ringlab Media to measure ad performance and provide its services and (4) all of PUBLISHER’s efforts associated with this Agreement comply with the laws of the United States, and any other laws of any other jurisdictions which are applicable to PUBLISHER. PUBLISHER will not engage in or promote any illegal activities of any kind in association with this Agreement.

12.) Other Obligations: PUBLISHER shall: NOT PROVIDE Incentivized traffic. This includes but is not limited to any spoofing, redirecting or trafficking from adult related websites in an effort to gain traffic or websites that are point, lottery, coupon or rewards based and encourage users to click on Advertisements or use Advertisements to generate revenue for users to win points, get rewards, or other any other incentive.

NOT PROVIDE leads generated from content, email or websites that are not subject matter related to the category of the Advertisement represented. Such websites must be content-based (not a list of links or advertisements), be written in English, receive a minimum of unique page views per month, have a top-level name and must not infringe on any personal, intellectual property or copyrights. This can be waived only by SPECIFICALLY providing the name of the proposed website to Ringlab Media.

Be able to provide the name of the Website where the lead was generated. This information is only delivered to Ringlab Media upon request, but MUST be made available in case there is a dispute or problem with the lead.

NOT PROVIDE inappropriate content, which includes, but is not limited to, content that (i) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography adult-oriented content such as phone sex or escort services, expletives or inappropriate language, (ii) promotes violence or the use of illegal substances or activities such as how to build a bomb, counterfeiting money and software pirating (iii) promotes illegal or unethical activity, racism, hate, "spam", mail fraud, gambling, sweepstakes, pyramid schemes, or illegal advice (iv) is otherwise prohibited by Federal or state law; and/or (v) will bring Ringlab Media and/or its associated Advertisers negative publicity.

At no time, engage in, disseminate, promote or otherwise distribute any Advertisement through the use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable)

Email Campaigns. PUBLISHER further represents and warrants that with respect to email campaigns transmitted by PUBLISHER for Ringlab Media, PUBLISHER shall at all times only use the Ringlab Media email creative provided by Ringlab Media, maintain strict compliance with the Controlling the Assault on Non-solicited Pornography and Marketing Act of 2003 (CAN-SPAM) and any amendments and modifications thereto.

13.) Confidentiality: The terms of this Agreement are confidential and shall not be disclosed to any third party except where required by law. All information submitted by end-user customers pursuant to this Agreement is proprietary to and owned by Ringlab Media. Such customer information is confidential and may not be disclosed by Ringlab Media or PUBLISHER. In addition, the parties acknowledge that all non-public information, data and reports received from the Disclosing Party hereunder or as part of the services hereunder is proprietary to and owned by the Disclosing Party. (“Confidential Information”). The parties agree not to disclose the terms of this Agreement, including the CPA value, to any third party without the express written consent of the Disclosing Party, and that such constitutes Confidential Information. All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. The parties agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information in any manner. These non-disclosure obligations shall survive the termination of this Agreement for a period of five (5) years. This section does not bind Ringlab Media or PUBLISHER in the event such information is required to be disclosed by operation of law. If a request is made of either party to disclose such information, the Disclosing Party must immediately inform the other party via written notice sufficiently promptly to allow the non-Disclosing Party to seek a Protective Order prior to the time commanded to produce or disclose such Confidential Information, and each party agrees to cooperate in whatever way either party requests to attempt to protect that information from disclosure by operation of law. Subject to prior approval, either party may publicly announce its contractual relationship under this Agreement, which includes being on a listing of Ringlab Media publishers in general corporate materials and in industry standard press releases.

14. DISCLAIMER OF WARRANTIES: Ringlab Media PROVIDES ITS SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS," “WHERE IS” AND "AS AVAILABLE" BASIS. Ringlab Media DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

15. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY Ringlab Media TO PUBLISHER DURING THE PRIOR THREE MONTHS.

16.) Indemnification: Each party agrees to indemnify, defend and hold harmless the other party and its employees, agents, officers and directors, against any and all claims, causes of actions, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorneys fees and costs of suit), arising out of or relating to (a) any claim based upon infringement of copyright, trademark, patent, or trade secret or other intellectual property right of any third party; (b) any claim, representation, or statement made in the Advertisement; (c) any breach of any representation or warranty contained in this Agreement.

17. Dispute Resolution: If any dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: State of Florida, Sarasota Count. Any costs and fees other than attorneys’ fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to binding arbitration in the following location: State of California, Los Angeles County. The Parties agree that the binding arbitration will be conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. If any litigation or arbitration is absolutely necessary to enforce this Agreement or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorneys’ fees, costs and expenses. This Agreement will be governed by the laws of the State of AZ

18. No Assignment: Neither Party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement except with the prior written consent of the other Party; provided, however, that a successor in interest by merger, by operation of law, assignment, purchase or otherwise of all or substantially all the business of a Party may acquire its rights and obligations hereunder. Any prohibited assignment shall be null and void.

19. Independent Contractor: Each party is an independent contractor. Except as set forth in this Agreement, neither party is authorized or empowered to obligate the other or incur any costs on behalf of the other without the party’s prior written consent.

20. Severability: If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

21. Entire Agreement; Modification: This constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. No modification, course of conduct, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the parties unless made in writing and duly signed by both parties.

22. Agreement in Counterparts: This agreement may be signed by Ringlab Media and PUBLISHER in counterparts, and facsimile signatures shall have the same force and effect as an original signature.

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