I. IN.SERTION ORDERS AND INVENTORY AVAILABILITY

From time to time, parties may negotiate insertion orders (“IO”s) under which Ad2 Networks will deliver advertise- ments provided by Agency or Advertiser to Ad2 Networks publisher or partner company site(s) (the “Site”) for the benefit of an Agency or Advertiser. At Agency’s , Advertiser or Ad2 Networks discretion, an IO may either be submit- ted by Agency or Advertiser to Ad2 Networks or be submitted by Ad2 Networks, signed by Agency or Advertiser and returned to Ad2 Networks. In either case, an IO will be binding only if accepted as provided in Section I(b) below. Each IO shall specify: (a) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions) (the “Deliverables”); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable), (d) the start and end dates of the campaign. Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected. Additionally, all forms of traffic(advertisements) unless explicitly excluded in the IO are acceptable under the terms and conditions of the IO.

Ad2 Networks will make commercially reasonable efforts to notify Agency or Advertiser within two business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include paper, fax, or e-mail communication) approval of the IO by Ad2 Networks and Agency; or (b) the display of the first Ad impression by Ad2 Networks, unless otherwise agreed upon in the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless signed by both par- ties.

Revisions to accepted IOs must be made in writing and acknowledged by the other party in writing.

II. AD PLACEMENT AND POSITIONING

Ad2 Networks must comply with the IO, including all Ad placement restrictions included in the IO, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO, an Ad to the Ad2 Networks publisher site’s or partner Site’s when such Site is called up by an Internet user.

Ad delivery shall comply with editorial adjacencies guidelines stated on the IO. If an ad unit or traffic source is not explicitly excluded in the Io it will be deemed acceptable for billing purposes. As Advertiser’s and Agency’s sole remedy for a violation of the foregoing sentence: (i) Ads that run in violation of such editorial adjacencies guidelines, if Ad2 Networks is notified of such violation within 3 days of the violation, shall be non-billable; and (ii) after Agency or Advertiser notifies Ad2 Networks that specific Ads are in violation of such editorial adjacencies guidelines, Ad2 Networks will make commercially reasonable efforts to correct within 24 hours such violation. In the event that such correction materially and adversely impacts such IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impacts. In the event that the parties cannot reach agreement on such changes within one business day from the implementation of such correction, Ad2 Networks may, upon the conclusion of such 24 hour period, immediately cancel such IO, without penalty with fulfilled balance of IO and any Outstanding balances of previous IO’s becoming immediately due and payable.

III. PAYMENT AND PAYMENT LIABILITY

a. Invoices
The invoice will be sent upon completion of the IO or within 30 days of completion of the IO, whichever is earlier. Invoices are to be sent to: Agency’s or Advertisers billing address, email, or fax.

Ad2 Networks should provide invoices accompanied by proof of performance for the invoiced periodas specified in the IO if requested by advertiser or Agency, which may or may not include access to online or electronic reporting as addressed in this document, subject to the notice and cure provisions of Section IV.

b. Payment Date
Agency or Advertiser will make payment 30 days from date of invoice, or as otherwise stated in a payment schedule set forth in the IO. Ad2 Networks may notify Agency that it has not received payment in such thirty-day period and whether it intends to seek payment directly from Advertiser pursuant to Section IIIc, and may do so 5 business days after providing such notice.

c. Payment Liability
Unless otherwise set forth by on the IO, Ad2 Networks agrees to hold Agency and/or Advertiser liable for payments. Ad2 Networks agrees to hold Advertiser and/or Agency liable and may pursue collection of invoice amount as well as late fees, interest and collection cost from both Agency and Advertiser until such liability has been satisfied. Ad2 Networks understands that Advertiser and/or Agency’s are fully liable for payment of invoice at Ad2 Networks discretion. Additionally disclosed principal of Advertiser and/or Agency,are personally liable for such debt and by consenting and executing an IO with Ad2 Networks agree to provide a personal guarantee regardless of corporate status, and will be held liable until such time as all outstanding debts to Ad2 Networks are satisfied. This personal guarantee shall encumber all personal and corporate assets.

IV. REPORTING

a. Ad2 Networks shall make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified in the IO.

In the event that Ad2 Networks learns that it has delivered an incomplete or inaccurate report, or no report at all, Ad2 Networks must cure such failure within 15 business days. Failure to cure may result in delayed payment for all activity for which data are incomplete or missing, until Ad2 Networks delivers reasonable evidence of performance and such report must be delivered within 90 days of Ad2 Networks learning of such failure or absent such knowledge, within 180 days of delivery of all Deliverables.

V. CANCELLATION AND TERMINATION

a. At any time prior to the serving of the first impression of the IO, Agency or Advertiser may cancel the IO with 30 days prior written notice, without penalty.

b. Upon the serving of the first impression of the IO, Agency or Advertiser may cancel the IO for any reason, without penalty, by providing Ad2 Networks receives 48 hour advanced written notice of cancellation. All delivered advertisements will become immediately due and payable.

c. Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within 10 days after written notice thereof from the nonbreaching party, except as otherwise stated in this agreement with regard to specific breaches. At time of termination all outstanding invoices become immediately due and payable for any impressions or advertising delivered under the IO & any previous IO from Agency or Advertiser.

d. Short rates will apply to canceled buys to the degree stated on the IO.

VI. FORCE MAJEURE

a. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Ad2 Networks suffers such a delay or default, Ad2 shall make reasonable efforts within five busi- ness days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or is reasonably acceptable to Agency or Advertiser, Ad2 Networks shall allow Agency or Advertiser a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. In addition, Agency or Advertiser shall have the benefit of the same discounts that would have been earned had there been no default or delay.

b. If Agency or Advertiser’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the agency or advertisers reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency or Advertiser shall make every reasonable effort to make payments on a timely basis to Ad2 Networks, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the forego- ing, such excuse for delay shall not in any way relieve Agency or Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.

c. To the extent that a force majeure has continued for 5 business days, Ad2 Networks , Advertiser or Agency has the right to cancel the remainder of the IO without penalty.

VII. AD MATERIALS

a. It is Agency or Advertisers obligation to submit Advertising Materials in accordance with Ad2 Networks then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Ad2 network’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates)(collectively "Policies") in accordance with Section II(c). Ad2 Networks sole remedy for a breach of this provision is set forth in paragraphs (b and c) below, Section V(c), and Section VIII(b). If Advertising Materials are late, Advertiser is still responsible for the media purchased pursuant to IO.

b. Ad2 Networks reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Ad2 Networks reserves the right within its discretion to reject or remove from its Network any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon Ad2 Networks or any of its Affiliates (as defined below), provided that if ad2 has reviewed and approved such Ads prior to their use on the Site, Ad2 will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency or Advertiser.

c. Ad2, will be permitted to use the agency and/or advertisers trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.

VIII. INDEMNIFICATION

a. Ad2 Networks will not defend, indemnify and hold harmless Agency and Advertiser, their Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of Ad2 Networks breach of Section X, Ad2 networks display or delivery of any Ad in breach of these Terms and Conditions or the terms of an IO, or that materials provided by Ad2 Networks (and not by Agency or Advertiser) for an Ad violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action, except to the extent (1) that such claim, judgment or proceeding resulted from such materials fulfilling Agency's or Advertiser's unique specifications provided that Ad2 Networks did not know or should not have reasonably known that such specifications would give rise to the Loss or (2) that such materials are provided to Agency or Advertiser for review and the Agency or Advertiser knew or should have reasonably known from the visual or sonic expression of the Advertisement, while Ad2 did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene. An Affiliate means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party. A "Third Party" means an entity other than the parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.

b. Advertiser and or Agency agrees to defend, indemnify and hold harmless Ad2 Networks its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser’s breach of Section X, violation of Policies (to the extent the applicable terms of such Policies have been provided to Agency at least ten days prior to the violation giving rise to the claim), or the content or subject matter of any Ad or Advertising Materials to the extent used by Ad2 in accordance with these Terms and Conditions or an IO, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.

c. Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and Conditions and each IO. Agency and Advertiser agrees to defend, indemnify and hold harmless Ad2 Networks its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Agency’s or Advertisers alleged breach of the foregoing sentence.

d. If any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests with- out the prior written consent of the Indemnified Party.

e. Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section VIII, Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foresee-able. A "Related Party" is a party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.

IX. LIMITATION OF LIABILITY

Excluding the parties obligations under Section VIII or damages that result from a breach of Section X or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.

X. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

a. Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

b. For purposes of this Section, Agency and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

c. All personally identifiable information provided by individual web users who are informed that such information is being gathered solely on behalf of Advertiser pursuant to the Advertiser’s posted privacy policy is the property of Advertiser, is subject to the Advertiser's posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the IO signed by both parties.

d. Ad2 Networks, Agency, and Advertiser shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by Ad2 Networks, on one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy or non adherence to its own privacy policy is grounds for immediate cancellation of the IO by the other parties.

e. Agency, Advertiser and Ad2 Networks will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

XI. THIRD PARTY AD SERVERS
     (Applicable if 3rd Party Server Is Used)

a. Ad2 Networks will track delivery through its ad server & partners ad servers and Agency or Advertiser will also track delivery through its proprietary or subcontracted 3rd Party Ad Server whose identity is set forth in the IO. Agency or Advertiser may not substitute the 3rd Party Ad Server specified in the IO without Ad2 Networks consent. Agency, Advertiser and Ad2 Networks agree to give reciprocal access to relevant and non-proprietary statistics from both ad servers, or if such is not available, pro- vide activity reports to each other upon request. In the event that the Ad2 Networks ad server measurements are higher than those produced by the Agency or Advertisers 3rd Party Ad Server by more than 10% over the invoice period, Agency or Advertiser will facilitate a reconciliation effort between Ad2 Networks and 3rd Party Ad Server. If the discrepancy cannot be resolved and Agency has made a good faith effort to facilitate the reconciliation effort, the Agency or Advertiser reserves the right to Pay Ad2 Networks based on Agency or Advertisers 3rd party Ad Server reported data, plus a 10% upward adjustment to delivery.

b. Ad2 Networks reports will be utilized for billing purposes unless otherwise state in the IO.

XII. MISCELLANEOUS

a. Ad2 Networks represents and warrants that Ad2 Networks has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to the terms and conditions of this agreement, including any applicable Policies. Advertiser and/or Agency represents and warrants that Advertiser and/or Agency has all necessary licenses and clearances to use the content contained in their Ads and Advertising Materials.

b. Neither Agency nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Ad2 Networks prior written approval will be null and void. All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

c. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

d. In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. All IOs shall be governed by the laws of the State of [Arizona ]. Ad2 Networks, Agency(on behalf of itself and not Advertiser) agree that any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely in [Arizona ], and the parties consent to the jurisdiction of such courts. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. 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.

e. Any notice required to be delivered hereunder shall be delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Ad2 Networks and Agency shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO.

f. Sections III, VI, VIII, IX, X, and XII shall survive termination or expiration of this Agreement and Section IV shall survive for 30 days after the termination or expiration of this Agreement. In addition, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.