THIS DOCUMENT SETS FORTH ADDITIONAL TERMS AND CONDITIONS UNDER WHICH MATCHCRAFT WILL PROVIDE SERVICES.

1. Agreement. This agreement ("Agreement") sets forth the terms and conditions whereby a party that wishes to advertise its product or service ("Advertiser") and a party that owns media inventory including email lists, for the purpose of allowing advertising to appear on its media properties ("Publisher"), direct and indirect access to and use of an advertising application which allows Advertisers to post Offers of advertising on the system, and Publishers, who agree to the terms of said Offers, the right to place that advertising automatically on their media properties. This system is called the MatchCraft Exchange ("MCX") and is offered by MatchCraft, Inc., ("Company"), pursuant to a limited license. Advertiser and Publisher collectively may be referred to as "Clients" or individually as "Client". Company and Clients may be individually referred to herein as a "Party" and collectively as "Parties". Clients agree to use MCX and any additional services offered by Company in the future only in accordance with this Agreement, and any amendments thereto.

2. Limited License. Company grants Client a non-transferable, non-exclusive limited license to use MCX and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein, including the limitations on disclosure set out below. Client may only access the MCX system via email or Web Browser or in a manner approved in writing by Company. Client agrees that Client does not have, nor will Client claim any right, title or interest in the MCX application, system, method of doing business or any elements thereof (including, without limitation, the grant of a license in or to any software, web-based applications, source codes, modifications, updates, enhancements, data obtained through use or any other aspects of Company's service), the names "MatchCraft," "MatchCraft.com" "MatchCraft Exchange" "MCX" or any derivations thereof, or any other trademarks or logos owned or controlled by Company and made available to Client (collectively, the "MatchCraft Intellectual Property").

3. Exchange Service. On MCX, Advertisers shall establish in its Offer, the amount and terms under which a Publisher will be paid for generating events ("Specified Events"). Such Specified Events may include but are not limited to click-throughs, clicks, sales, leads, qualified leads, impressions, registrations, and downloads. Clients agree that the definitions of the aforementioned Specified Events are listed on the MCX, and such definitions shall govern this Agreement. Unless otherwise specified, Advertisers may change their Offers via MCX at any time. Similarly, unless otherwise specified, Publishers may drop previously accepted Offers at any time. Company is responsible for displaying all active Offers to Publishers, administering the serving of accepted Offers, and tracking the payments due from Advertisers and those due to Publishers. Advertisers are obligated to pay Publisher for all ads served under the terms of an Offer, provided the Specified Event in the Offer has occurred, as determined by Company. Clients agree that the invoices submitted to Advertisers and corresponding payments made to Publishers shall be based on the Specified Events as reported solely by Company. Company shall have sole responsibility to compile, calculate and deliver data required to determine billings to Advertisers and compensation to Publishers. Company's figures and calculations shall be final and binding upon all Clients. Any questions regarding the data provided by Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by the receiving Party.

4. Billing/Payment Procedures. Publishers will be paid for the occurrence of a Specified Event in an Advertiser's Offer and where such Offer was accepted by the Publisher. Once the Company receives payment from Advertiser, it will remit to Publishers such corresponding payment, less the Company's fee(s). Company will not pay for any Specified Events that occur before an Offer starts running, or after an Offer stops running. Company will not be responsible to compensate any Party for Specified Events that are not recorded due to the error of any Client. Company will not pay for any Specified Events that result in the serving of default creatives. Amounts owed to Publishers are paid on a regular payment cycle sixty (60) days after the end of the month in which the Specified Events occurred.

Invoices are due upon receipt unless otherwise agreed to in writing. If prior credit arrangements have been made with Company, an Advertiser has up to thirty (30) days to pay an invoice. To reflect the added costs Company incurs as a result of Clients who are delinquent, a monthly service charge of 10% per annum accruing from the due date will be added to statements which remain unpaid for 30 days or more. In no event will the service charge be greater than the maximum rate permitted by any applicable law.

In the unlikely event Company is required to institute legal proceedings to collect fees or other amounts due to Company, the Company will be entitled to recover a reasonable attorney's fee and other costs of collection. In cases where a Client is participating in the MCX as a Publisher and Advertiser, the Company reserves the right to offset payments and integrate the monthly billing so as to obviate the need to issue payments and invoices to the same Client. Company will use commercially reasonable efforts to collect all fees owed and due to Publisher.

If, at Company's sole discretion Clients are shown to have committed any questionable or fraudulent acts, Company reserves the right to charge Advertisers the minimum cost of serving the ads, the cost of displaying them on Publishers' site, as well as withholding all revenues earned from a campaign from the Publisher.

WARNING: MatchCraft integration tags MUST NOT be altered. Company shall not be liable or responsible for broken GIFs, reporting discrepancies or any other circumstances that might interfere with Client's successful use of MCX in the event the tags are altered. Moreover, altering tags will jeopardize Client's ability to be paid for actions/events.

Company uses Greenwich Mean Time for reporting and billing of all Specified Events.

5. Fees. Company charges a usage fee based on a percentage of amounts transacted ("Transacted Amounts") through MCX. The usage fee applies to all transactions facilitated through use of MCX. For Publishers, the usage fee is 15% of the Transacted Amounts. For Advertisers, the usage fee is 20% of the Transacted Amounts. In addition, there is an initial registration fee and an annual license fee, which are currently being waived.

6. Term and Termination. This Agreement shall commence upon the acceptance of this Agreement by both Company and Client. Company reserves the right to terminate Clients' access to MCX at any time without notice, and shall inform Clients' designated representative via email within 48 hours of such termination. Restrictions contained in paragraphs 7, 10, 12, and 13 shall remain in full force and effect despite any such termination. All payment obligations of Advertisers accruing prior to the termination date (and payment received by Company) shall survive until fully performed, as well as any obligations for facilitated offline transactions for a term of one (1) year from the termination date. This Agreement shall also be terminated upon the happening of any of the following: (i) the written agreement of both Parties; or (ii) the filing of any type of a petition in bankruptcy by either Party; or (iii) the dissolution or insolvency of either Party; or (iv) a breach of this Agreement by either Party, which breach is not cured within ten (10) calendar days of the receipt of the notice of breach.

7. General Company Representations and Warranties. Company represents and warranties that: (1) it shall use commercially reasonable efforts to maintain and operate the MCX; (2) it has the legal right to operate the MCX; (3) that it will use commercially reasonable efforts to collect all fees owed to Clients, and to pay such fees in the time agreed to; and (4) that it shall not disclose any information gathered from Clients to anyone outside the Company except under legal subpoena or with Company's agents without the permission of Clients

8. General Client Representations and Warranties. Client represents and warrants that: (1) they own or have the legal right to use and distribute all content, products, and services displayed on its website, on others' websites and or on MCX; (2) they own or have the legal right to use any and all copyrighted material on its website, on others' websites or on MCX; (3) any use of MCX as contemplated herein does not violate or infringe upon any United States copyright, trademark, patent or other intellectual property right of any third party; (4) they have the right, power, and authority to grant the rights specified in this Agreement; (5) if instructed to do so by Company and/or if this Agreement terminates, Client will immediately remove from MCX, their site or servers any ads, tags, links, pixels, module software or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service; (6) that Client will not attempt in any way to alter, modify, destroy, eliminate, conceal, or otherwise render inoperable or ineffective the source codes, tags, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service ("Service Data"); (7) it will remove any Service Data provided by Company upon request or upon termination of this Agreement; (8) from time to time, Clients may authorize Company, in the form of an email or other written notice, to modify, place or accept on its behalf Offers for the purpose of testing, optimizing, or managing a campaign, and Clients acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of such campaigns; (9) they expressly represent that Clients will not directly, indirectly, or via a third party, circumvent the Company in matters relating to this Agreement including matters relating to collections of fees owed or any other written agreements between Clients and Company related to the MCX. If such circumvention occurs, Company is entitled to fees and other costs that it would have earned had the Clients not circumvented Company plus any other costs or fees as mentioned in section 20; and (10) Company undertakes no obligation to guarantee Client's adherence to these representations and warranties.

9. Publisher Specific Representations, Warranties and Acknowledgements. If Client is a Publisher, Client further represents, warrants, and acknowledges that: (1) it will not run any Offers accepted through MCX within areas of Publishers' site that contain incentive-based clicks or leads; (2) it will not rotate MatchCraft tags within or next to content that contains or promotes sexually explicit or obscene materials, promotes violence, hate or discrimination of any type based on race, sex, religion, nationality, disability, sexual orientation, and/or age, constitutes or promotes illegal activities, is deemed by any reasonable person to be offensive in nature, or contains links to sites that contain any of the material described above; (3) it will remove all Company tags from their Website servers immediately after discontinuing or terminating use of the MCX service; (4) Publisher will not be compensated for an Offer that is retired, and the Publisher fails to remove Company tags in a timely manner; (5) Publisher will not be compensated if it knowingly fulfills an Offer with non-US originating traffic, where Advertiser's product or service is not sold or offered internationally; (6) Publishers agree to display Advertiser's creatives exactly as they appear on the MCX; (7) Publisher may not alter in any way any creative that has been submitted to the MCX, specifically Publisher may not move, alter, change, modify, augment, or diminish the pixel code or any other method used for tracking the occurrence of the Specified Event within any creative without Company written approval; (8) Publisher will not be compensated for any incentivised clicks without prior Company approval. An incentivised click is defined as one where the result of the click has any benefit to the clicker other than or in addition to linking to the Advertiser's page; (9) Publisher further agrees that Company shall have the right to invoice it for failure to remove tags based on Company's cost of continuing to serve default banners; (10) if Publisher has no currently accepted Offers and has specified no default redirects, Company reserves the right to accept Offers on Publisher's behalf or Company may serve ads for which Publisher will not be paid; (11) if Publisher leaves hard coded tags for Offers that are no longer active, Company does not guarantee any specific behavior; (12) if after successful testing between Publisher and Company any integration errors, bad HTML errors, or undesirable results occur due to no fault of Company, Company shall not compensate Publisher; (13) in email campaigns, Company will not track impressions for text links within the email; (14) where an Offer retires after Publisher has emailed all of its registrants, there is a possibility that there may be a broken link, and it is up to Publisher to notify its registrants of that fact; (15) in an email advertising campaign Publisher may not, under any circumstances, send out emails with MatchCraft in the "From" or "Subject" fields, nor may the Publisher without the express permission of Advertiser, put Advertiser's name in the "From" subject line; (16) all email that will be used in an email campaign that Publisher accepts must be submitted to Company for testing, and approval prior to sending, and such email may not be altered in any way by Client after being approved by Company; (17) if after Publisher is notified that fraudulent activities may be occurring on its site or network, and Publisher does not take any action to stop the fraudulent activities from occurring, then Publisher is responsible for all costs associated with said Offer; (18) prior to accepting any email campaign, Publisher agrees to submit to Company its Privacy and Opt-In policy, and that Publisher warrants that its Privacy and Opt-In policy does not violate any State or Federal laws; and (19) Company undertakes no obligation to guarantee Client's adherence to these representations and warranties.

10. Advertiser Specific Representations, Warranties, and Acknowledgements. If Client is an Advertiser, Client further represents, warrants, and acknowledges that: (1) it will not run any advertisements that contain on their face or link to sites that contain or promote sexually explicit or obscene materials, promote violence, hate or discrimination of any type based on race, sex, religion, nationality, disability, sexual orientation, and/or age, and/or constitute or promotes illegal activities, and/or is deemed by any reasonable person to be offensive in nature; (2) if Advertiser moves, alters, changes, modifies, augments, or diminishes the pixel code or any other method used for tracking the occurrence of the Specified Event within any creative without Company written approval, Advertiser is still responsible for any activities reported and will be charged based on an average of past performance, as determined by Company; (3) if it is found solely by Company that Advertiser has made any attempt after an Offer has been submitted and accepted by Publisher to alter or change the Offer in a matter not authorized by Company, then Advertiser will be charged on a $10.00 CPM basis; (4) if Advertiser does not explicitly target their Offer to particular Publishers, Advertiser's ads may appear on sites not contemplated or expressly approved by Advertiser; (5) if after Advertiser is notified that fraudulent activities may be occurring in its campaign, and Advertiser does not take any actions to stop the fraudulent activities from occurring, then Advertiser is responsible for all costs associated with such campaign; and (6) Company undertakes no obligation to guarantee Client's adherence to these representations and warranties.

11. Campaign Termination. Company reserves the right, in its sole and absolute discretion, to immediately remove any ads from MCX or any area of the Client's site without advance notice. Company will provide written notice to Clients, within 48 hours, of any such advertising removal. Additionally, Company reserves the unilateral right to terminate any campaign at any time for any reason without prior notice.

12. Privacy Policy. The Parties agree to be bound by the privacy policy as set forth on Company's Web site at (http://www.matchcraft.com).

13. Non-Disclosure. Clients acknowledge that all information, data, reports, and analyses received from the Company hereunder or as part of the services specified within this Agreement that is not public information, are proprietary to and owned by the Company, and constitutes the basic stock in trade of the Company and its licensees. The information provided to the Clients is proprietary to and the property of the Company and is protected by copyright, trademark and/or trade secret. Clients agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the information in any manner without the express written consent of the Company. The non-disclosing Party also agrees not to use the information for any unlawful purpose. These non-disclosure obligations shall survive the renewal or termination of this Agreement.

14. Passwords. Passwords selected by Client grant restricted access to MCX for the duration of this Agreement. Client further agrees and acknowledges that the passwords are to be held in the strictest of confidence and that any willful disclosure to or use for the benefit of any third party other than as specifically provided herein is strictly prohibited. Client will be responsible for all Offers entered through and under Client's access number(s), password(s) and account name(s), and any Offers so received by Company will be deemed to have been received from Client or its authorized representative. All Offers shall be deemed made at the time received by Company and in the form received. From time to time during the term of this Agreement, Company may change passwords for security reasons, in its sole discretion; provided, however, that in the event Company changes passwords for any reason not associated with a violation of or discovery of non-compliance with the Agreement, Company shall give Client immediate written notification of such change if the change affects in any way Client's access to MCX.

15. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 13, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES THAT MAY RESULT FROM THE USE OF MCX EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, AS A CONDITION TO ACCESSING THE VALUABLE SERVICES OFFERED BY MCX, CLIENT EXPRESSLY WAIVES ANY CLAIM IT MAY HAVE AGAINST COMPANY. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING MCX. NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION FIRST AROSE, REGARDLESS OF ANY STATUTE PROSCRIBING A LONGER PERIOD IN WHICH TO BRING A CLAIM. IN NO EVENT SHALL COMPANY'S LIABILITY EXCEED THE FEES EARNED FROM CLIENTS ON THE PARTICULAR OFFER IN QUESTION. UNLESS OTHERWISE SET FORTH BY THE COMPANY IN A SEPARATE WRITTEN AGREEMENT, CLIENTS AGREE TO HOLD COMPANY LIABLE FOR PAYMENTS SOLELY TO THE EXTENT PROCEEDS HAVE CLEARED FROM THE ADVERTISER TO THE COMPANY FOR ADVERTISING PLACED IN ACCORDANCE WITH ADVERTISER'S SPECIFIC OFFER. SUBJECT TO SECTION 7,8, AND 9 FOR SUMS OWING BUT NOT PAID TO COMPANY, CLIENTS AGREE TO HOLD EACH OTHER SOLELY LIABLE. CLIENTS UNDERSTAND THAT ADVERTISER IS THE COMPANY'S DISCLOSED PRINCIPAL AND THE COMPANY, AS AGENT, HAS NO OBLIGATIONS HEREUNDER, EITHER JOINT OR SEVERAL, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR SEPARATE WRITTEN AGREEMENTS SIGNED BY ALL PARTIES. CLIENTS' CREDIT IS ESTABLISHED ON A CLIENT BY CLIENT BASIS. ADVERTISERS ACCEPT SEQUENTIAL LIABILITY AND AUTHORIZATION TO HAVE THE COMPANY REPRESENT THE ADVERTISER.

16. Indemnity. Client shall indemnify, defend and hold Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) by third parties arising out of Client's improper use of MCX, or arising out of a breach or violation of this Agreement by Client. Company shall indemnify and hold Client harmless from and against all losses, claims, damages, liabilities, costs and expenses (including reasonable attorney's fees and expenses) resulting from or arising out of any improper use of MCX by Company, or arising out of a breach or violation of this Agreement by Company. In no event shall Company's liability hereunder exceed the fees earned from Client.

17. Assignment, Notices and Governing Law. Company may assign this Agreement to a controlled subsidiary or business successor of Company. Client may not assign this Agreement without the prior written consent of Company, which consent shall not be unreasonably withheld or delayed. This Agreement shall be construed and governed by the law (including choice of law doctrines) of the state of California, regardless of whether Client resides or transacts business with Company in California or elsewhere. Client expressly consents to the exclusive venue and personal jurisdiction of the state and federal courts located in Los Angeles County, California for any actions arising from or relating to this Agreement. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19. Modifications. Company reserves the right to change the Terms and Conditions of use, or policies regarding the use of MCX at any time. Company shall notify Clients, via email, at least five (5) business days before such changes are implemented. Continued use of MCX after any such modification and notification shall constitute Client's consent to such modifications.

20. Force Majeure. Neither party to this Agreement shall be liable to the other by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in Internet services to an area where Company servers are located or co-located, or any other cause which is beyond the reasonable control of such party.

21. Attorneys' Fees. In any action or proceeding arising out of this Agreement, the prevailing party shall be entitled to an award of its reasonable costs and expenses, including attorney' fees except in collection matters, whereby Company will never be liable for any attorney's fees.

22. Entire Agreement. This Agreement contains the sole and entire agreement and understanding between the parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by two authorized officers of each party.

23. Notice. All notices shall be sent to the addresses submitted by Client to the MCX when signing up for the service by certified mail, fax, email or courier.