EZZMEDIA PUBLISHERS

Terms and Conditions

DEFINITIONS

“Creative” - means any type of advertising creative served to the EzzMedia Network, including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders.

“Default click” - means any click on a Creative that causes the surfer to reach a destination other than the intended destination (an incorrect redirect), which may be caused by a server malfunction on the Publisher’s site, or because of altered or erroneous coding placed on the Publisher’s Web Site.

“EzzMedia” - means Ezz Hosting, Inc., a Florida corporation, d/b/a EzzMedia, located at [insert EzzMedia address].

“EzzMedia Network” - means EzzMedia’s centrally managed group of third party Web Sites through which EzzMedia can distribute Creatives.

“Impressions” - means the number of times a Creative is served to a Unique Visitor. In no event may more than 5% of Unique Visitors for any payout calculation come from one IP Address.

“Publisher” - means a third party owner of a Web Site.

“Unique Click” - means the number of times, as recorded by EzzMedia’s or an advertiser’s server, a person visiting Publisher’s Web Site or publication, as identified by cookie or IP address, clicks on a Creative, provided however, that a click on a specific Creative by a particular visitor (a “Unique Visitor”) shall only be counted as a Unique Click once every 1-hour period. In no event may more than 5% of Unique Visitors for any payout calculation come from one IP Address.

“Web Site” - means an HTML document containing a set of information available via the Internet.

1. Prohibited Content. EzzMedia reserves the absolute right to refuse to affiliate with any Publisher based on EzzMedia Corporate Policies. By way of example, Web Sites that contain or promote content (including direct links to content) that may be considered inconsistent with EzzMedia’s Corporate Polices include:

* Indecent or Pornographic Material

* Software Pirating or any site that violates third party intellectual property rights (e.g. Warez)

* Hacking/Phreaking or any other site invading the rights of computer users

* Any illegal activity

* Any subject matter inconsistent with EzzMedia’s Corporate Policies as determined in its sole discretion

* Free hosting websites

* Web Sites that provide incentives, of any kind, for visitors to click on Creatives or Web Sites that otherwise remit payment for the use of Publisher’s services

To ensure compliance with these terms and conditions, any Publisher that materially changes their Web Site content to attract a different target audience after approval for membership MUST notify EzzMedia of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any such changes in content or design. Notices should be sent to publishers@ezzmedia.com.

2. Approval. Membership in the EzzMedia Network is subject to prior approval of EzzMedia. EzzMedia reserves the right to withhold approval of membership in the EzzMedia Network for any reason whatsoever. Approval of membership in the EzzMedia Network is limited only to the specific root URL for which Publisher has applied for approval. Creatives may not be placed on any root URL not specifically approved for membership within the EzzMedia Network. Although Publisher may apply for multiple Web Sites, each Web Site must be submitted for specific approval. EzzMedia reserves the right to withhold approval of membership in the EzzMedia Network for Web Sites whose content is not written in (i) at least 50% English, or (ii) 100% Spanish.

3. Term; Termination. These Terms and Conditions, as and if amended, shall apply to Publisher for as long as Publisher is a member of the EzzMedia Network. EzzMedia reserves the right to terminate this Agreement at any time, for any reason whatsoever, upon written notice to Publisher. Notice may be provided via e-mail or any other public means and will be effective immediately. Upon receipt of such termination notice, Publisher agrees to immediately remove EzzMedia’s HTML code for serving Creatives from its Web Site. In the case of termination, provided that Publisher has an outstanding account balance equal to or greater than twenty-five dollars ($25.00 U.S.D.), EzzMedia will pay Publisher all legitimate moneys due during the next billing cycle as set forth in Section 12 below.

4. Minimum Requirement. EzzMedia reserves the right to terminate this Agreement immediately should, according to EzzMedia statistics, either (a) the number of impressions delivered by Publisher total less than 250,000 per month, or (b) the unique click-through rate on Creatives delivered to Publisher’s Web Site equals .20% or less for any 3 consecutive calendar day period, or (c) the unique click through rate on Creatives delivered to Publisher’s Web Site averages .20% or less for any 7 consecutive calendar day period; or (d) the amount of United States based traffic to Publisher’s Web Site (determined by the IP address of visitors to Publisher’s Web Site) equals less than 75% of the total traffic to such site (as determined by the total number of impressions delivered by Publisher) (the “Minimum Requirements”); provided, however, that should EzzMedia exercise its rights pursuant to this Section 4, Publisher shall be entitled to receive payment for any Publisher Earnings (as defined in Section 12) generated up to and including the date of termination, as long as Publisher’s Earnings equal at least $25.00 at the date of termination; amounts under $25.00 shall be forfeited. Notwithstanding the foregoing, prior to making any payment to Publisher, EzzMedia reserves the right to (i) demand make-goods for any short-fall of the Minimum Requirements, which make-goods shall equal (y) the number of clicks necessary to achieve a minimum click-through rate of .20%, or (z) the number of impressions necessary to achieve United States-based traffic of at least 75% relative to the total traffic to Publisher’s Web Site; OR (ii) reduce payment to Publisher accordingly.

5. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 6 BELOW WITH RESPECT TO INDEMNIFICATION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL EZZMEDIA’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO PUBLISHER BY EZZMEDIA UNDER THIS AGREEMENT. PUBLISHER AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST EZZMEDIA FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROFESSIONAL PROCEEDING SHALL BE BROUGHT MORE THAN ONE YEAR AFTER THE DATE OF SERVICE UNDER THIS AGREEMENT.

6. 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 Web Site and/or (ii) any content or material to which visitors can link through the Publisher’s Web Sites (other than through a Creative supplied by EzzMedia, unless such Creatives were modified by Publisher without the express written consent of EzzMedia). Publisher hereby agrees to indemnify, defend and hold harmless EzzMedia and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and 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 Web Sites (except for Creatives supplied by EzzMedia, unless such Creatives were modified by Publisher without the express written consent of EzzMedia); (b) arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with EzzMedia, or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Web Sites (other than through a Creative supplied by EzzMedia, unless such Creative was modified by Publisher without the express written consent of EzzMedia). EzzMedia hereby agrees to indemnify, defend and hold harmless Publisher and its officers, directors, agents, affiliates and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and cost (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) arising out of a material breach by EzzMedia of any duty, representation or warranty under this Agreement; or (b) relating to the content or subject matter of any Creative supplied by EzzMedia (unless such Creative was modified by Publisher without the express written consent of EzzMedia).

7. Applicability. These Terms and Conditions, as and if amended, shall, along with the provisions of any Inventory Purchase Contract entered into between the parties, constitute the entire and only Agreement between the parties regarding Publisher’s membership in the EzzMedia Network, and shall supersede all previous communications, representations or Agreements, whether written or oral between the parties.

8. Representations and Warranties. Publisher represents and warrants that all content, products, and services on its Web Site are legal to distribute and that it owns or has the legal right to use any and all copyrighted material. Publisher further represents and warrants that is shall NOT:

(a) intentionally place Creatives on blank web pages or on web pages with no content; stack Creatives (e.g. place on top of one another so that more than 2 ads are next to each other); or place Creatives on non-approved Web Sites or web pages, or in such a fashion that may be deceptive to the visitor. However, Publisher may provide related links and recommendations regarding an advertiser if such actions reflect sound business practices.

(b) resell any Creatives to other Web Sites, Publishers, or any other third parties.

(c) intentionally solicit, induce, recruit, encourage, directly or indirectly, any advertiser that is known to Publisher to be an advertising client and/or customer of EzzMedia (e.g., an advertiser which runs advertisements on Publisher’s Web Site through the EzzMedia Network), for purposes of offering products or services that are competitive with EzzMedia (including the provision of advertising inventory) nor contact such advertisers for any purpose, during the term of Publisher’s membership in the EzzMedia Network and for the 90-day period following termination of Publisher’s membership in the EzzMedia Network, provided, however, that the foregoing restriction shall not apply to advertisers with whom Publisher already has a relationship prior to the placement of advertising on Publisher’s site on behalf of such advertisers by EzzMedia, as explicitly proven by documented evidence of such prior relationship provided by Publisher to EzzMedia immediately upon EzzMedia’s request.

(d) without EzzMedia’s prior approval, serve ads in downloadable applications. Provided Publisher has received EzzMedia’s prior approval, Publisher may, subject to the following conditions, which shall be strictly enforced, serve Creatives in downloadable applications; Creatives delivered in downloadable applications may only be shown once per user session when the application is active and enabled. Serving Creatives at any time when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay. Furthermore, Publisher recognizes that a breach of these conditions could result in immediate, extraordinary and irreparable damage to EzzMedia and its relationships with its advertising clients, and that damages may be difficult to measure. Therefore, Publisher agrees that should they violate the foregoing conditions, EzzMedia may, in addition to other legal remedies, assess liquidated damages of up to $1,000.00 per occurrence of each such violation, and that such liquidated damages are reasonable.

(e) alter, copy, modify, take, sell, re-use, or divulge any EzzMedia Network computer code, except as is necessary to partake in the EzzMedia Network; provided, however, with the prior approval of EzzMedia, Publisher may, in certain instances, modify the EzzMedia Network computer code for purposes of inserting certain pre-approved language above or below a Creative served by EzzMedia. Publishers may not resell or otherwise redistribute any of the code to other Web Sites. Requests for language approval should be sent to publishers@ezzmedia.com.

(f) induce visitors to its Web Sites to click on Creatives based on incentives; provided, however, that with the prior approval of EzzMedia, certain language may appear above or below a Creative served by the EzzMedia Network.

(g) attempt to generate visitor interest or promote its Web Site through use of unsolicited e‑mail or inappropriate newsgroup postings; any method of auto-spawning of browsers; automatic redirecting of users; clicking on EzzMedia Creatives served on Publisher’s Web Site; blind text links; misleading links; or any other method that may lead to artificially high numbers of visitors.

9. Remedy. EzzMedia reserves the right to withhold payment and take appropriate legal action to cover its damages against any Publisher that violates these terms or breaches the representations and warranties set forth in this Agreement, or commits fraudulent activity against EzzMedia.

10. Counting. EzzMedia, or where indicated the applicable advertiser (“Advertiser”), shall have sole responsibility for calculation of statistics including impressions and click-through numbers. Greenwich Mean Time (“GMT”) shall be the period for traffic and tracking purposes unless stated differently in the placement order. In the event that the Publishers’ Data differs from EzzMedia/Advertiser (such difference, “Discrepancies”) by more than 5%, EzzMedia may, after discussion with Publisher, cancel placement orders on that Site or Network immediately. EzzMedia reserves the right to audit and adjust accounts at the end of each month.

11. Publicity. EzzMedia shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of EzzMedia and Publisher.

12. Payment. All Publishers will be paid at the account level. If Publisher has more than one account, each account shall be evaluated independently. Payments will be based on monthly Publisher Earnings and shall be made by EzzMedia on or about the 48^th day after the end of the month in which such Publisher Earnings were generated. For purposes of this Agreement, “Publisher Earnings” means the total revenue EzzMedia generates by running advertising campaigns on Publisher’s inventory as adjusted for Discrepancies. EzzMedia’s payments (“EzzMedia Payments”) are calculated at the campaign level at the sole and absolute discretion of EzzMedia. EzzMedia evaluates each advertising campaign run on Publisher’s inventory and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign and the performance of Publisher’s site(s). Each Advertising campaign is evaluated separately, with the aggregate Publisher Earnings and EzzMedia Payments resulting in a total revenue percentage share that varies on a constant basis. Publisher understands that such percentage calculation may vary from hour to hour, day to day, and month to month, and that individual campaigns run on Publisher’s site(s) may generate different earnings splits at different times due to a number of factors, all of which are considered by EzzMedia at its sole and absolute discretion. Impressions, regardless of source of tracking data, shall be calculated and adjusted consistent with the provisions of Section 10 and this Section 12 for the purposes of determining EzzMedia Payments, including but not limited to any electronic billing (E-Billing).

If Publisher exceeds the contracted delivery stated on an Inventory Purchase Contract, EzzMedia reserves the right to pay the excess volume based on a 50/50 revenue split. No checks will be issued for any amounts less than $25 U.S.D. Publisher must notify EzzMedia at publishers@ezzmedia.com of any changes to its contact information, including change of address, phone or email address. In no event will payments be made on accounts that have not provided proper tax identification information. EzzMedia reserves the absolute right not to pay any accounts, members, or Web Sites that violate any of the terms and conditions set forth herein. EzzMedia will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinarily high numbers of repeat clicks, and clicks from non-approved root URLs.

EzzMedia assumes no responsibility for paying income taxes on behalf of Publishers. By participating in the services, Publishers assume complete and sole responsibility for any taxes owed as a consequence of participation in the service. Publishers residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to EzzMedia for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.

EzzMedia shall not be responsible or liable in any way for any EzzMedia Payment to the extent that (A) the related advertiser fails to make the related payment with respect to the applicable advertising campaign (to the extent of such failure to pay), and (B) Impressions are not actually served with respect to such advertising campaign as a result of any technical failure, regardless of the cause of such technical failure.

13. Modifications. EzzMedia reserves the right to change any conditions of this contract at any time. Publishers are responsible for complying with any changes to the EzzMedia Publisher Terms and Conditions within 10 business days from the date of change. EzzMedia will post any changes in the contract on the Publisher page http://reports.ezzmedia.com.

14. Warranties. EZZMEDIA MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. ALL ORDERS ARE CONTINGENT UPON EZZMEDIA’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND UPON DELAYS CAUSED BY ACCIDENTS, WAR, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND ITS CONTROL. EZZMEDIA WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES.

15. Governing Law. The relationship between EzzMedia and Publisher will be governed by, and construed in accordance with, the laws of the State of Florida and without regard to its laws or regulations relating to conflicts of laws. Publisher hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Florida and the federal courts situated in the State of Florida in connection with any action arising between the parties.

16. Severability and Waiver. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. Any waiver (express or implied) or delay by EzzMedia of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

17. Privacy. Publisher shall support EzzMedia’s commitment to protect the privacy of the web surfer community; such commitment is set forth in EzzMedia’s Privacy Statement.

In addition, Publisher agrees to provide a brief explanation on its privacy page or within its privacy statement explaining that it allows EzzMedia to serve ads on its web pages.